Spiderman Rebirth: Genesis
by MarvelHero1610
Summary: Peter Parker is just another nerdy kid from Queens...that is until his uncle is killed and apparently everyone in the world is after him. What makes this boy different? Marvel Rebirth AU.
1. September 26, 1994

___First off, I'd like to thank **MarvelMaster616**, for assisting me in the construction of the basic plot elements. This is a complete reconstruction of Spidey's origin and I hope that you enjoy._

* * *

___September 26, 1994_

Richard Parker and his wife Mary Parker sat outside in Central Park under an American elm tree taking in the sun as they laid close together. There were only a few months left until Mary would give birth and Richard had been more nervous than Mary. Mary shuffled slightly, causing Richard to turn to her nervously.

"Are you okay?" he asked, staring at her. Mary chuckled softly.

"Yes, Rick. I'm fine. I was just a bit uncomfortable, that's all." Mary replied. Richard let out a sigh of relief and eased back against the tree. Mary smiled slightly. "You're more nervous about this pregnancy than I am." Mary said. Richard gulped slightly as he thought over the past ten years of their marriage. Ever since they had first attempted to have children, it had always ended in either a dry womb or in recent years, two miscarriages. The very fact that their current baby, a boy, had been conceived was a miracle in itself and the very fact the pregnancy had lasted six months was something that Richard had regretfully and pessimistically not anticipated. He should know that some things in the world were possible however. He was, after all, part of a search mission for a frozen World War II hero...

"I really don't know, Mary." Richard said. "I just don't want anything to go wrong. It's been so perfect so far..." Richard said as his voice trailed off. The warm hand of his wife gently touched his face and he looked towards her as she smiled widely.

"I know there've been several difficulties in the past...the miscarriages, the infertility...but this time is different. I feel it in my heart. This baby is special. God has a purpose for him in the world." Mary said. Richard looked up at the sky and sighed softly. The strength and faith he heard in Mary's words pricked his own heart in conviction. Maybe he was being much too pessimistic. But he knew, somewhere deep in his conscience, that something bad would happen. "Ow!" Mary cried out in pain. Richard turned to her quickly and looked her up and down.

"What's wrong?" he inquired, slightly panicked.

"Something...something bit me." she answered. Without hesitation, Richard lifted his wife's shirt and investigated. Sure enough, there was something under her shirt, a small brown spider no bigger than a penny. The arachnid scurried up Mary's side, heading for her armpit. With a quick and remorseless flick of his finger, Richard sent the spider flying across the grass. He then immediately turned his attention to his wife, who was still holding her side in pain. The spot around her bite had already began to swell, indicating skin necrosis had already began to take affect. Never had Richard seen skin necrosis happen so fast with a spider bite, especially from one so small..

"C'mon. We should probably get you to a hospital." Richard suggested as he lifted his wife up. Mary shook her head.

"No, I'm fine." she said. Richard looked at her and immediately noticed something was wrong. Mary began to stagger slightly and with every step, she grew less balanced. In her last step, she sent her hand out to Richard . "Riiiii..." she said trailing off as she fell to the ground. Richard bounded towards her and lifted her from the ground.

"Help! Help! Somebody call for an ambulance immediately!" he screamed out as several people began to dive for their phones.

* * *

**_Meanwhile..._**

"She's down." a deep voice reported over the phone. The source was a tall and thin man with equally thin blonde hair and a goatee. He was dressed oddly for the weather, wearing all black and even wearing a bowler hat with sunglasses.

_"She?"_ a voice called from the other side for confirmation.

"Yeah, she." the man said.

_"Damn! The spider was supposed to bite Richard Parker, not his wife. The damn pheromones were in place!"_ the voice shouted angrily from over the phone.

"There's little evidence to show that spiders even follow pheromone trails, sir and besides, with all of that testing you did, that spider turned out to be a very aggressive one. Remember the accidents in the lab?" the man explained. He could hear the irritable sigh from over the phone and he knew that his explanation had fallen on deaf ears.

_"It doesn't matter. The death of his wife will certainly put his search for the "Captain" at rest for a while. Anyway, it's mission accomplished. HYDRA appreciates you, Mr. Brock." _the voice said. Brock sighed and hung up the phone. He then turned to the scene at the elm tree and narrowed his eyes regretfully. _I'm sorry, Rick..._

* * *

**_New York Presbyterian Hospital, ER_**

Richard sat in the family room, hands in his head as he quietly contemplated what had happened. The doctors had informed him, from his description of the spider, that it was a Brown Recluse, an extremely venomous but not usually aggressive spider, common around the Central Park area. The doctors also found that the bite marks from the spider were in fact very deep and it appeared that the fangs of the spider were much longer than those of the average Brown Recluse. What significance this had was escaping Richard until he thought about it more closely.

Brown recluse bites were rare and only happened when one pressed against it. Seeing as though the spider was on Mary's side and her back was against the tree, he ruled out that circumstance. He also took into consideration that such quantities of venom were not usually given out from a Brown Recluse and that the rate at which the symptoms kicked in was truly unnatural. Then came the spider's aggression. It attacked Mary without her so much as slightly moving back and instantly applied venom, something that Richard also found unnatural. The entire incident in itself was suspicious. There were no previous records of Brown Recluse bites in New York according to the doctors, who had to pull out old and dusty files on the subject. And the entire event was highly unnatural. That lead Richard to a conclusion: he and his wife had been targeted.

Before he could begin to fathom who, a short and somewhat chubby doctor walked towards him, a stoic expression plastered on his face. "Mr. Parker?" he asked.

"Yes?" Richard answered quickly.

"I have some very bad news for you..." the doctor said, pausing to allow any sort of outburst from Richard. Richard Parker waited for the doctor to continue and he quickly complied. "There was a massive amount of venom placed into your wife's bloodstream. The quantities were very abnormal and it would appear that hemolysis has already began to effect her body. Her blood is failing to clot properly and to make matters worse, as a result of the trauma and shock suffered from the effects of the poison, your wife has gone into labor." the doctor said.

"Meaning..." Richard said as he looked down, holding his face.

"It means that if she gives birth now, whether in a C-section or naturally, she will bleed to death and your child will be lost as well." the doctor replied. Richard took a few seconds to take all the information in as his eyes flashed from one floor panel to another.

"Is there anything you can do?" Richard asked as tears began to pour down his cheek slightly. The doctor nodded hesitantly.

"The most we could do is give her steroids in order to give her the strength to proceed with the birth. It may give your son a chance at life and we could do all we could to help." the doctor said. That was when the thought blindsided Richard.

_The super-soldier serum..._

The search for the frozen World war II hero was fueled in a major part by the quest for the secret of human enhancement. Like the Space Race and the Arms Race, the "Human Enhancement Race" as it was called by the agents of S.H.I.E.L.D., the covert espionage organization that Richard worked for, had spread across the globe and multiple countries had sought for the "Captain". However, only the United States held the actual map that showed the background for the actual serum. Richard had actually managed to create a copy of the original, save a few minor adjustments to fit the modern age. It had gone untested, except for a few vapor runs on lab rats that had lead to them gaining the strength of grown men. However, he was unsure how it would react to a pregnant woman and an unborn child...

But as far as Richard Parker was concerned, he really didn't have many options. After waving the doctor off, Richard sped to his car and took off towards his house, praying that his crazy and possibly fatal plan would work.

* * *

"You want to test the Super-Soldier serum on who?" Nicholas Fury exclaimed. He had just received a call from his commanding officer, Richard Parker, who was driving towards his house to retrieve the serum.

_"My wife. She's about to die along with my son. They said steroids would give her strength to give birth to my son. If I can inject her with the serum, she could possibly survive along with my son!" _Richard answered.

"But, Rick..." Fury asked.

_"I'm not asking for your permission, Fury. I'm just telling you in case the worse happens."_

"What do you mean, 'the worst'?" Fury asked.

_"If there are complications and Mary dies or my son dies, they'll look for any changes in the substance given. the hospital is crawling with cameras in every nook and cranny. If I'm caught, I'll be charged with murder. I'll go to jail, but I would like for you top make sure that my son is put into the custody of my brother Benjamin Parker and his wife Mae Parker. They live in Forest Hills, Queens." _Richard said. Fury sighed and nodded his head. _"Oh and Nick...you'll be head of S.H.I.E.L.D. when this happens." _Richard added. Fury nodded his head.

"Yes sir..." he said. The next thing he heard was the click of phone.

* * *

Richard Parker raced towards the hospital, the syringe full of the Super Soldier serum in his pocket. He followed several doctors down the hall until he saw the room in which his wife was staying. Richard walked in to his wife and was saddened at what he saw. The swelling had spread rapidly, encompassing the left side of her body and showing a deep red on her caramel skin. Richard walked over towards her bed and slowly pulled the syringe from his pocket.

"Rick..." Mary said weakly as she looked up at Richard.

"Shh...rest, baby. Everything will be fine." Richard replied as he showed her the syringe. "This is the serum...it'll help you give birth and hopefully keep you alive." Richard explained. Mary shook her head.

"No..."she said softly. "Too much blood lost. The doctors want to get the baby out as soon as possible so that he won't die along with me." Mary said faintly.

"You are not going to die, Mary." Richard declared as he placed the syringe close to her skin. Mary nodded.

"The serum...will effect the baby. It's too late for it to have any effects on me. Do it...for the baby." she said. Richard fought to hold back tears, but couldn't as his wife and love began to cry as well. Her dying wish...was for her son to be the first human test for the Serum...and at this point, only Nick Fury would know if it worked...

"Okay...I'll do it for you." Richard said as the needle contacted Mary's veins. The serum shot through quickly and Mary winced slightly in pain as the liquid went into her bloodstream. Richard held his wife's hand and sat next to her bed, waiting and praying. Praying that if God truly did have a purpose for their he would let him live. He then looked at his wife. "What do you want his name to be?" His wife then smiled.

"Peter...Peter Benjamin Parker..."


	2. Enter Peter Parker

_**A/N:** ** Chapter has been edited to fit recent changes! Please enjoy =)**_

* * *

_16 Years Later..._

"So, I suppose it is up to you to make the judgement class. Was Henry VIII a powerful soldier-king who created an unparalleled military strength? Or was he a maniac despot given to throwing almighty tantrums if not appeased?" the teacher's drawling and monotone voice carried on. A young black boy, fifteen years of age, raised his hand and quickly drew the teacher's attention. "Yes, Mr. Parker?" the teacher said in a more enthusiastic tone.

"Is it safe to argue that perhaps Henry VIII was both? There are some points in history where rulers act out of their own selfish desires rather than for the good of their people. Napoleon I was possibly one of the most egotistical historical figures the world has ever seen and true to form history repeats itself." Peter said. There wasa contemptuous scoff from the back of the class room. Peter knew the sound of the voice and waited for his characteristic response.

"Parker, shut up!" came the loud and obnoxious voice of Midtown High School's star athlete, Flash Thompson. Interestingly enough, his real name was actually Flash however this lead to several debates to as to what kind of drug his mother was on at the time of his naming. Peter turned to face his ever present adversary and constant bully. Flash was about eight inches taller than him, making him a staggering 6'4 and he was built like a bodybuilder who valued his appearance more than he valued anybody or anything else at an impressive 225 lbs. Peter on the other hand was a scrawny 130 lbs and only stood 5'8. And to add to all of that, Peter was asthmatic and bespectacled. Anything physical was most definitely not Peter's strong suit.

"See what I mean..." Peter mouthed to his history teacher who nodded and then chuckled softly. On cue, the bell rang and Peter quickly gathered his things and headed out of the classroom. He could hear the jeers of the jocks as they conjoined with Flash as he walked down the hall, tailing Peter.

"Hey, Parker! Next class is gym!" Flash shouted. Peter narrowed his eyes.

_Physical Education_...Peter thought irritably as he continued down the hall with more energy in his step. Hopefully, surviving this next class would seal the pressures of-

The next thing Peter felt was a size 12 Adidas Shellhead colliding with his backside, sending him plummetting towards the floor headfirst. Peter grabbed his glasses as fast as he could before he hit the ground and lifted them up as high as possible as to avoid them breaking. It was a well practiced procedure that had saved him several trips to America's Best. The culprits, Flash Thompson and the team's starting kicker, Matthew Williams, guffawed in laughter as Peter held his rear as he lifted himself from the floor.

"Oh shit! Matt, that was the best field goal you've ever taken, man!" Flash laughed loudly. Matt nodded in mock humility, his dreads shaking up and down.

"Why thank you, Mr. Thompson. Your playcall was the real excellence." Matt replied. Peter glared at the two with nothing but anger and contempt, mostly at his inability to do nothing. He had not the fighting skills or the physical endurance to carry on a physical conflict. All he could do was stand there and take it.

"You guys are friggin' assholes!" a female voice shouted from the crowd. Peter recognized the voice immediately and turned to see his next door neighbor and longtime best friend, Mary Jane Watson (also known around the school as MJ). The short and stunningly beautiful vanilla skinned girl stepped in front of Peter, her black hair highlighted with a deep red tone, dropping to her shoulders. Peter took in the chance to gather himself. After all, he was very nearly being _mooned_ by his best friend. Flash laughed.

"Aw, isn't that just adorable! Parker's getting protected by a female!" Flash said. MJ's frown deepened.

"Why don't you go suck on a goal post?" MJ responded angrily. Flash grinned deviously.

"Why don't you come suck on this..." Flash started. Peter watched as MJ crossed the distance between the two within moments and as she readied herself to slap the urine from Flash's bladder.

"Enough!" a commanding voice shouted, nearly clearing the halls with his bellowing tone. The shout came from none other than the principal. "If you discrepant delinquents don't haul your butts to class, you will be suspended! Get it going!" he shouted. MJ narrowed her eyes at Flash and quickly turned away. Peter picked himself up and followed after her. When they were far enough down the hallway, MJ spoke.

"Why do you let those jerks mess with you like that, Peter?" she asked, looking up at him with her dazziling and rare green eyes. Peter's heart raced slightly but he gathered himself and spoke.

"It's not like I can do anything against them." Peter replied.

"You could fight back!" MJ retorted. Peter shook his head.

"You know I can't. I can barely run a lap around the gym, let alone stay in a fight with that neanderthal." Peter said. MJ shook her head.

"You have to at least show you won't stand for their crap...somehow." MJ responded. Peter nodded, somewhat in agreeance and partially to move on from the subject.

"I wonder how Liz would've responded if you slapped Flash?" Peter said. MJ shrugged in contempt.

"I really don't care about that phony tramp. She's been talking about me behind my back since freshman year then coming in my face and pretending she's my friend." MJ said shaking her head. Peter stopped and thought for a while as he looked at MJ. What could Liz possibly say about MJ?

"What does she say?" Peter asked, scratching his head nervously. MJ sighed.

"What some people have been saying for a while. My alcoholic and deadbeat father, my crack addict mother and my murderer brother. She's the one that spreads all that information out after I've told her in confidence." MJ said shaking her head. Peter immediately felt for her and contemplated his next action. A show of affection, perhaps? A hug should do it. Peter reached out for MJ, who looked up at him and smiled. The two embraced and Peter sighed softly as his heart raced again. It almost made getting kicked in the rear worth it.

* * *

"Parker! For God's sake, I said _**RUN**_ a lap, not **_WALK _**a lap!" the gym instructor roared at the top of his lungs at the exhausted and hyperventilating Peter as he rounded the last corner of the basketball court. Peter was the last person left "running" but everybody waited patiently as they conversed amongst each other. The gym instructor slapped his forehead and he groaned. "Parker! MOVE IT!" he screamed. Peter frowned at the coach's impatience but he pushed himself to move forward and he broke into a sprint and finished the lap. The coach shook his head. "Parker, you're lucky the grading system is based on effort and participation and not actual talent in which case, you'd be failing." the coach said.

With that, the tone sounded causing a sigh of relief to lift among the students as they headed to the locker room. Peter headed towards his locker and quickly grabbed his bag and headed outside. Peter searched among the masses for MJ, his "walking home buddy".

"Peter!" she called, waving her hand near the school's exit area. Peter waved back and ran towards her. MJ smiled at him and began to walk.

"So...how was the lap running this time?" MJ asked. Peter sighed.

"Same as always. I sprint the first turn, walk the rest of the way, while ignoring the incessant insults from the coach." Peter said. MJ laughed a bit.

"Well, maybe I can help with physical conditioning?" she asked. Peter ran his hands through his hair.

"I don't think so. It's bad enough you were the only one to jump to my aid today. I feel helpless enough." Peter admitted. MJ scoffed playfully.

"Well, since Harry's gone, someone's got to step up for you." MJ replied. Peter nodded.

Harry was the son of famed and wealthy bio-technician Norman Osborn and one of Peter's few real friends. Harry, despite his immense riches and near instantaneous popularity, found it difficult to fit in with such a different environment. The private schools he had attended prior to Midtown had been predominantly white, so a mostly minority filled school for him was a culture shock. Peter had grown close to Harry's father after he showed an interest in his field of work. Peter also gained even greater favor when he helped prepare Harry for his AccuPlacer exam, which Harry passed with flying colors. He then became the first person to be accepted to Empire State University from Midtown. Not only was he a friend of Peter's, he was like the older brother he had always wanted.

"I guess that's somewhat of a decent excuse to come to my aid." Peter said with a smirk. MJ nodded.

"Sure it is. Besides, you're the only friend I have that hasn't once said anything bad about me." MJ said. Peter struggled with trying to bring his thoughts into words.

_Because there isn't anything bad about you, Mary._ Peter thought as he tried to form it on his lips.

"Peter! Welcome home!" a voice called from the front porch. Peter turned and saw his Uncle Ben. Uncle Ben was a 45 year old Gulf War veteran whose gentle appearance covered the heart and soul of an experienced soldier. Peter loved his uncle with all his heart. He had been there since he could remember. However, he wished that his uncle would've not been outside.

"Hey, Uncle Ben. How are you?" Peter asked. Uncle Ben smiled and nodded.

"I'm doing fine. Hey there Mary Jane, how are you?" Uncle Ben called to MJ. MJ smiled and nodded.

"I'm doing good, Uncle Ben. Glad to see you're up and about." MJ said with a smile.

"That's good. That's good. Tell your aunt that I said 'Hello', please." Uncle Ben asked. MJ smiled.

"Yes sir. Bye Peter." MJ said as she walked towards her aunt's house. Peter watched as she walked away and sighed. Uncle Ben chuckled softly.

"I've heard that sigh before. Your father did that when he first saw your mother." Uncle Ben said looking up at Peter. Peter smiled at the mention of his parents and looked at Uncle Ben.

"Is Aunt Mae home?" Peter asked. Uncle Ben rose from his seat and walked in the house.

"Yes, she's upstairs resting. We had a nice little walk around Central Park, enjoying the sunlight and nature." Uncle Ben said with a smile. Peter set his bookbag down and sat down on the couch.

"Well, I spent my day in the marijuana smelling halls of Midtown, trying to learn without catching a secondhand high and attempting to do better in my P.E. class." Peter said, completely avoiding the incident with Flash. Uncle Ben sat as well and leaned forward.

"So, how's that bully Flash Thompson? You two make ammends yet?" Uncle Ben asked. Peter looked down and then looked up again quickly.

"It's in the works, I suppose." Peter lied. Uncle Ben chuckled softly.

"That's my nephew. The little diplomat. Your father was something of a diplomatic man himself." Uncle Ben said.

"More of a scientist." Peter said, reflecting on the stories he had heard from his Aunt Mae. Uncle Ben smiled.

"Well, if you can last until your 16th birthday tomorrow, I'll tell you some things about your father that you would have never imagined." Uncle Ben said. Peter smiled and stood up, the pain in his rear still bothering him.

"Thanks, Uncle Ben. I think I'll follow Aunt Mae's example and go upstairs and take a nap as well." Peter said. Uncle Ben waved his approval.

"Go ahead. I'm going to see what's going on in the world today." Uncle Ben said as he turned on CNN. Peter headed up to his room and dropped his bookbag on the floor as he laid down. He hated lying to Uncle Ben, but he had to so that he wouldn't worry. After all, MJ was there to help. Despite how much of horribly unmasculine plan it was, he would stick to it for now. At the thought of MJ, he smiled widely as he began to drift off into a deep sleep.

* * *

"Sixteen years...SIXTEEN **_FUCKING_** YEARS!" a man screamed angrily. The men sitting at the conference table nodded in agreement.

"We understand, Mr. Osborn. You aren't the only one keeping tabs on the passing times." one man said. Norman Osborn rubbed his temples and sighed.

"We've been searching longer than that for the "Captain". I've sent well paid covert spies to try and infiltrate the S.H.I.E.L.D. database for more than that time and everytime, our agents are either terminated or captured. We don't even know if they've come up with some kind of prototype copy of the super soldier serum yet!" Norman shouted. Again, the heads nodded.

"We understand, Mr. Osborn. But you have to understand that S.H.I.E.L.D. is a sanctioned covert/paramilitary division of the United States Military. They have access to any and all files or projects done by the United States Military." another man said.

"They've only been officially sanctioned for three years, all thanks to that fool, Fury." Norman replied.

"Well, Mr. Osborn, we do have one suspicious story that we hope you might consider looking into." one man said. Norman waved it forward.

"What is it?" he asked.

"It appears about sixteen years ago, a woman died after giving birth to her premature son after taking a dosage of the hospital's steroids. However, it appears that those "steroids" were in fact an adrenal gland and protein consumption enhancing mixture, reminiscent of the early drafts for the Serum." the man explained. Norman continued to read through the report and then frowned.

"Who is this woman?" he asked.

"Mary Parker...wife of Richard Parker." the man replied. Norman then sat back in his chair and smiled.

"Then...I know very well where our possible first human subject is." he said before turning towards the others. "Send a special ops team in to seize the boy. Bring him back for disection." Norman said.

"What's the boy's name and where is his current location, Mr. Osborn?"

"His name is Peter Parker and he lives in Forest Hills, Queens, New York. Capture him, bring him back, and we'll have our first human subject at our disposal." Norman said as a devilish grin crossed his face...


	3. The Awakening

_Thanks to all who have reviewed my story and I can continue to please you with my storytelling._

_

* * *

_

Norman Osborn tapped his index finger impatiently against the table in front of him as he awaited the prospects for the special ops team. It had been nearly eight hours since he had issued the order and already unrest was beginning to grip his tired and exhausted body. The stress of running a borderline terrorist organization while handling his own family industry and keeping tabs on his competitors on both fronts was truly exhausting work. Good thing he didn't have to be a father with his son off at college discovering sex for the first time, even if the college was a mere six blocks away. Norman sat back in his chair and reached under his desk and grabbed some alcohol and took a monstrous sip before settling the glass bottle down gently. The door to his office cracked slightly, letting a welcome light creep into the midnight black room.

"Mr. Osborn..." a female voice called. Norman looked up expectantly.

"Yes?" he replied.

"They're here." she replied simply. Norman raised his hand and beckoned for them to proceed forward.

* * *

For Curtis Connors, being interviewed for a high caliber special ops mission was old news. He had served in numerous special ops missions around the world, even in areas that the United States was supposedly allied with. At the "old" age of 27, he was still climbing towards his prime and was yet to be fully proven. His associates were very nearly the same story. Mackenzie "Big Mac" Gargan was one of the most experienced soldiers Curtis had ever met, knowing virtually every term in the book and was one of the best marksman he had seen fire a rifle in years. He was a very large man, larger than their supposed contractor, whom he had concluded to be at least 6'3. Mac was all muscle, even in the head.

The rest of the soldiers were no names. Curtis had never seen them before and their stories of their combat experience led to heavy skepticism in Curtis' mind. The most they had probably done was protect a news reporter covering the war, which was easy job, so long as the cameraman and the reporter kept their heads out of the line of fire. Curtis concluded on one thing, he was the smartest out of all the prospects standing before the multi-millionaire, Norman Osborn. Norman paced in front of the prospects and then began to speak.

"This is a two man job. Anything more will lead to government intervention. I've read over your records and I am only hiring the two I feel will be worth my time and my organization's money." Norman said in a strong and commanding voice that was reminiscent of an angry drill instructor who had been cheated out of his fifth star. Norman then stared at Curtis and Big Mac, causing a small smirk to run up Connor's face.

_We've been chosen_. Curt thought with confidence. Norman then confirmed his thoughts by waving the other five pretenders away. When the doors closed, Curt heard the faint chirps of silent pistols and screams of surprise_... So that's how business is_? Curt thought. Big Mac chuckled softly as Norman Osborn went over to his seat.

"Your records of service for this nation are quite impressive. Over 30 special ops missions completed between the two of you. Mr. Connors, a tour of duty in East Africa, where you cleared an entire building of insurgents under five minutes alone and Mr. Gargan, the lone survivor of a last stand between a squad of Green Berets and Al-Quada. Most impressive." Norman said. Curtis cleared his throat discreetly but loud enough to warrant Norman's attention. "Oh, I understand. You wish to be briefed on the mission at hand. It is quite simple, really. Search and capture." Norman said. Curtis' eyebrow raised.

"If I may, sir, search and capture what, exactly?" Curtis asked. Norman smiled.

"Have you ever heard of...the Super Soldier Serum?" he asked. Curtis nodded. He had most definitely heard rumors of a human enhancement program initialized during World War II, but any further information was pure speculation on his part.

"Yes, some type of human enhancement?" Curtis replied. Norman nodded.

"Yes. Supposedly, the last super soldier was the Captain, a legendary figure who halted German production of nuclear weapons by destroying their nuclear reactors. After which, he was rumored to have been seen flying towards the Atlantic Ocean, unconscious. He is supposed to have been frozen in suspended animation in a block of ice, deep below the sea...he was the last super soldier since the formula for the serum had escaped contemporary scientists for years...until sixteen years ago..." Norman said. He then turned. "What you are capturing is potentially the first super soldier in 45 years...a sixteen year old boy named Peter Parker. I want you to find him and capture him...and kill any witnesses in the area."

* * *

**_Meanwhile..._**

"Happy birthday, Peter!" yelled MJ over the phone as Peter cracked into a smile over his new Blackberry Torch. His aunt and uncle had surprised him with it and from their exasperated explanations came to realize they had saved enormous amounts of money to get the phone and had made it extremely clear what their rules were. Peter's first call, naturally, had been to his best friend, MJ.

"Thanks, MJ." Peter said with a smile. "Are you coming to school today?" he asked her.

"Of course, are you?" she asked. Peter nodded, although catching himself, knowing she couldn't see him.

"Yeah, but my Uncle Ben wants to give me a ride so we won't be able to walk together." Peter explained. He heard a slight sigh from MJ.

"Oh okay. Well, I guess we'll just talk at school and on the walk home." MJ said.

"You sure you don't want to ride with me and Uncle Ben?"

"No, you might be talking about 'coming-of-age' stuff." MJ said with a giggle. Peter laughed.

"Right, man-talk." he said jokingly.

"Exactly." MJ laughed.

"Peter! Are you ready?" Peter heard his uncle calling.

"Yeah, I'll be down!" Peter answered. "I'll see you at school, MJ." Peter said.

"Okay, bye and Happy Birthday again." MJ said, sweetness in her voice. "I have a present for you." she added before hanging up the phone. Peter sighed softly and then headed down the steps to meet his uncle.

The drive to Midtown High School was taking an abnormal amount of time and Peter noticed but didn't exactly care.

"So...Peter...what do you know about your father?" Uncle Ben asked. Peter shrugged slightly.

"Not much. I've just seen a few of his science projects when he was my age and I've memorized the few things I've heard from you." Peter replied. Uncle Ben smiled.

"Well, today I believe you should hear the truth about your father. Your father was...". In an instant, Peter's head vibrated like a phone, sending a shock through his nervous system and his muscles causing him to spaz slightly and jerk back as he held his head.

"AAGH!" he yelled out. Uncle Ben reached for him but then glanced out of the window.

"No..." he said. The next thing Peter felt was the sound of metal crashing against the passenger side of the car, throwing it towards a tree rooted on the side. He saw Uncle Ben's head bounce against the window, causing blood to spray on Peter's clothes. The window was slightly cracked and Peter gasped in tears as his uncle slumped to the floor, blood pouring from his head as his face became pale and cold. Peter was barely paying attention as gasoline began to drip from the burst gas chamber and sparks from the metal friction began to come into contact...

* * *

"We hit his car." Curt reported as he put the car in reverse and backed away about twenty feet.

_"What?" _Norman asked. _"You hit his CAR? I didn't pay you 3.5 million dollars each so you could do a hit and run! Get that boy!" _Norman carped angrily.

"Yes sir." Curt said as he reconnected to Mac's headset. "The guy's such a bitch." Curt said as he got of the bruised car with Big Mac. As they walked towards the car, it suddenly erupted in an explosion, blasting car parts into the air. As he looked on, he saw something even more surprising. There was a shape that leapt from the smoke...a boy carrying an middle-aged man.

* * *

Peter looked at his hands with uncertainty at what he had just done. At a mere whim, he had kicked the car door from it's hinges and leap from the car with his Uncle Ben in his arms. Never had he displayed such strength or coordination in his life. The very fact he had even gained composure enough to execute such a feat left the boy in shock.

Peter gathered himself and looked ahead as two men, muscular and fit, headed in his direction, carrying metal rods.

_Who the hell are they?_ Peter thought as they approached. Suddenly, the largest of the two ran towards Peter and swung the pipe at full force and speed at Peter's head. In an instant, Peter bent backwards to avoid the hit and did an involuntary flip that put space between the two. Peter's mind began to race as thoughts entered and departed from his brain. _How did I do that? Did I do that? Why did my body react so quickly? What's going on?_ Peter asked himself. The muscular man was clearly surprised but his stoic facial expression didn't show a thing as he pressed forward again, swinging huge and numerous shouts towards Peter.

Peter felt his body move right, left, and back to avoid the shots coming towards him. The muscular man then swung his rod at Peter's feet and in an instant, Peter leapt up onto the rod and then jumped over the muscular man. As he landed, his head vibrated again, however it was much less painful as the last time. He turned his head and noticed that the second man was running towards him and he swung his rod quickly. Peter couldn't duck fast enough and reached out his hand and grabbed the man's hand. Peter then instinctively grabbed the man's arm with his other hand and squeezed as hard as he could possibly muster. In less than a second, there was a sickening crack and pop followed by a shout of agony.

Peter stared in shock as he saw what he had done. The man's humerus had been shattered and now protruded through his bicep and tricep. The man's entire arm went limp and blood gushed his wound. Peter's head vibrated again and Peter threw the soldier's body at his incoming attacker, knocking him down with ease. The muscular man rose from the ground and continued towards Peter and swung an angry but concentrated barrage of fists at him. Peter ducked and dodged under everyone of the man's shots. The man was clearly frustrated as he brought down a double hammer fist to smash in Peter's skull. But strangly, Peter's confidence had grown unnaturally. He reached his hands up and easily blocked the hammer fist. Peter then flipped off the man's chest, kicking him in the face and breaking his jaw. Teeth were sent flying and Peter watched as the man's head crashed against the pavement.

Peter then glanced towards his uncle, who still laid on the pavement, cold and unmoving. Peter raced over to him and as he touched him, his uncle's face brightened as he gasped for air.

"P-Peter." he said in a wheezing tone. Peter stared at his uncle's bloodied and broken face. He had lost massive amounts of blood.

"Uncle Ben...I need to get you some help." Peter said. His uncle's hand touched his shoulder.

"No...no, Peter. I'm...I'm done...but listen...your father had a set of...morals...his number one being...'With Great Power comes Great Responsibility', something he followed in every facet of his life. Promise me...promise me that you'll live by that code of honor, Peter." Uncle Ben said as he trailed off weakly. Peter gripped his uncle's hand tightly before shedding an abundance of tears as his uncle's hand grew cold.

"I swear...I swear I will. I swear..."


	4. Coming to Terms

Norman Osborn sighed softly. Mac Gargan and Curt Connors had been wheeled into his personal medical facility and when Osborn had heard the news of their condition, he thought it was greatly exaggerated. A paramedic in an all faded green uniform trotted towards Osborn.

"Mr. Osborn." the man said. Norman nodded as he walked.

"Talk. Explain to me how bad the injuries are, starting with Gargan." he said. The paramedic sighed.

"Well, Gargan actually is doing pretty good. The blow to his head caused a fractured jaw, a few missing teeth, a concussion, and neck muscle strains, but other than that, he'll be fine." The paramedic explained. Osborn shook his head.

"Good, good. I suppose that can be attributed to the years of building up muscle mass. Now, what about Connors?" Osborn asked. The man paused and then took a deep breath.

"Curt Connors...is in very bad condition...you'll have to see him to grasp what I'm saying, sir." the man replied. Norman frowned.

"What do you mean?" he asked. The man pulled back the curtain and Norman's eyes widened. "My God..." In front of him, Connors laid still, covered in blood. His entire left arm was gone, even the shoulder area, however despite the amputation, his eyes were still wide with agony. "What in the name of..." Norman asked.

"It's much more complex then it appears. Apparently, the shattering of his radius, ulna, and humerus sent shrapnel into his heart and lungs, which is the reason why he's still bleeding continuously." The paramedic explained. Norman's frown deepened. _That Peter Parker is no joke...if he did this to a man without knowing the full extent of his powers...just imagine what could happen if he learned to use them properly..._

"Thank you, doctor." Norman said as he left the room. Before he began to leave, the paramedic grabbed his shoulder. Norman turned around and raised an eyebrow.

"I'm sorry, Mr. Osborn, but Connors retrieved something that he demanded that you receive. It's marked, 'P.P. DNA'." the paramedic explained. Norman's eyes widened as he saw a few drops of blood and hair inside the vial. Norman's face turned into an extended smile and he looked over at Connors' body. _It appears that I now owe you, Mr. Connors...by whatever means necessary._

* * *

Peter sat inside the police station, eyes widened in shock at the events of the past hour. After attempting to transport Uncle Ben's body away from the scene, he was arrested by several police officers who had arrived on the scene after being notified of the horrendous "hit and run" and following assault. Fortunately, Peter was not charged as a second witness had identified that two men had hit Uncle Ben's car and had proceeded to attack. The men had not been found, which Peter found odd as he had delivered the knockout blows himself. In the back of his mind, he suspected that someone had come and picked them up...

"Peter!" a female voice shouted. Peter looked up and felt arms wrap around his neck, squeezing until he was gasping for breath.

"Aunt Mae...Aunt Mae...I can't breathe..." Peter gasped. When his aunt pulled back, her face was completely covered in tears. Her shoulders bounced like acrobats on trampolines as she sobbed. Peter could not join her in mourning; he had cried the entire time carrying Uncle Ben's limp body. Peter looked up and saw a grizzled older man walk into the room. He took off his hat and took in a deep breath before continuing forward.

"Mrs. Parker...Mr. Parker...my name is George Stacy, Captain of the New York Police Department." Capt. Stacy said, introducing himself. Aunt Mae looked up and sniffled.

"Please...Captain Stacy...please find the men that murdered my husband." Aunt Mae cried. A second officer in the background scratched his head.

"Ma'am...technically, according to New York Hit and Run laws, death resulting in car accident isn't..." he started.

"OFFICER, FIND OUT WHO _MURDERED _MY HUSBAND OR I WILL SEND _YOU _TO THE DISTRICT ATTORNEY!" Aunt Mae lashed out. The second officer obviously felt the undeniable sting of Aunt Mae's disgust and Peter knew that he regretted even opening his mouth. Aunt Mae leaned back into Peter's arms and Capt. Stacy sat down in front of them after waving the second officer away to go clean his wounds and calling a sketch artist into the room. He then fixed his eyes on Peter.

"Son, can you tell me anything about the two men that attacked you?" Capt. Stacy said as he sat down. Peter nodded quickly and began to thank on what had happened.

"Okay, one of the men was a bit tall, around 5'10 or 5'11. He was Caucasian, had short brown hair and a thin goatee. The next man was also Caucasian but huge with black hair and a rather hooked nose. He was somewhat of a musclehead..." Peter said.

"Muscle...head?" Capt. Stacy asked.

"Yes, completely muscled. It looked like he lifted barbells with his tonsils." Peter said. Capt. Stacy raised his eyebrow and Peter stared back at him.

"I'm very serious. The man was quite large." Peter said. Capt. Stacy nodded and then looked over at the sketch artist who had assembled a drawing. Capt. Stacy took the drawing from the sketch artist and showed it to Peter. The drawing was a bit too 'cartoony' for Peter's taste but did however give a pretty good example of what the men looked like. He decided it was passable enough to start an investigation and nodded his head. "Looks about right." Peter said. Capt. Stacy nodded and gave the drawing back to the artist.

"Take 'em out front." he said, with the artist quickly complying before his sentence was fresh off his tongue. Capt. Stacy looked over towards the Parkers and dipped is head slightly. "Well, Mrs. Parker...we thank you for your assistance and you have my word that we will find the men responsible and bring them to justice. If you need anything, give us a call." Capt. Stacy said. Aunt Mae dipped her head as tears flowed slightly and Peter held her close to his shoulder as they made it towards the car. Somehow, in the back of his mind...he knew that Capt. Stacy's promise would not be kept.

* * *

Norman leaned over his microscope, carefully analyzing every shred of data before him. The DNA obtained from Peter had proven highly effective but at the same time, it was not. For some reason, Peter's genetic code was incredibly hard to break down and it was even harder to separate the serum from his regular DNA. There was also some added DNA strands that appeared to not belong there. Norman had not thought on those unecessary strands since he could nearly smell the serum and the powers it could unlock. Osborn finally found some success and decided to give his new DNA scan program on his computer a try. The scan took merely seconds and the DNA was separated into three parts: Peter's normal DNA, the Serum influenced strands, and the unknown strands. Norman again broke down the Serum influenced strands and extracted the Serum code from the DNA. Elated, Osborn ordered his computer to create a prospective liquid formula to copy the Serum in Peter's DNA. Again, seconds later, the computer had assembled the liquid formula. Osborn then told the computer to download the data and create the formula. He watched as the machine meticulously sorted through it's database of materials and sent them through test tubes after test tubes...until a golden-brown liquid had been poured into the beaker.

A smile flashed across Osborn's face as he realized that his work was over and that he didn't have to waste anymore time searching for the fabled Captain when what he wanted was in the palm of his hand. Norman began to laugh as he uploaded a spec of the human body and added the formula into the human genetic code. With a certified 85% success rating that put Osborn on a high, the formula had increased the human performance far beyond it's original potential. Norman celebrated at the find, pulling a bottle of wine and gulping it down. He also lit a cigar and sat back in his chair. What would be his next move? Who would be the first test subject? Norman then automatically thought back to Connors. The man had taken his own bone fragments being sent to his heart and lungs and had lost his entire arm to make sure the mission was complete. The least Osborn could do was ensure that he would also go down in history as HYDRA's first super soldier...but the serum did not show any advanced regenerative capabilities that would be necessary for restoring Connors' arm. There had to be some way to add those abilities into the mix...

Norman went back to his computer and analyzed the three DNA strand breakdowns. He selected the unknown strand and the computer ran a diagnostic on it. What came back shocked him...genetically altered Brown Recluse spider venom. Norman's eyes widened. This was brilliant. The venom from the spider adding to the fact that the spider had been altered had increased the Serum's effectiveness by 200%. Incredible...Peter's immense physical capabilities had been a result of the spider venom. Norman sat back in chair and thought. If spider venom could affect the Serum...then maybe another venom could as well. Norman began to think. What animal with regenerative healing capabilities AND venom could be used to save Connors' arm and his life? Norman then smiled again as he looked on his desk at a picture of his recent hunting trip to Indonesia.

Komodo Dragon, _Varanus komodoensis_

* * *

The ride back to the house had been silent and Aunt Mae had kept her eyes forward, focusing on the rode. Meanwhile, Peter had been sitting next to her wondering on what had happened. When they pulled up to the house and entered, Aunt Mae went straight to her room without saying a word. Peter's heart ached to see his dear aunt in the condition she was in. He couldn't even imagine how she felt at this moment in time. Peter looked around the house to make sure everything was set in stone and headed up to his room as well. Peter sat down at his desk as his mind began to swiftly run through everything. Peter then began to assess the entire accident. He and his uncle were broadsided by a large truck coming towards them at full speed down a one-way street. Peter's side was the side hit and Peter and his uncle had been rocked to the left, causing Uncle Ben's head to collide with the driver's side window. There was a gas leak from the impacted that was ignited due to the scraping metal and after that Peter noticed that he could almost not remember anything about what had followed except in fragmented parts. He mostly remembered the last two attacks against the two men.

Now was the time for assessment. Why would a black truck fly down a street where there was turn to be made and a stop sign clearly was plastered to his right? And why that particular street? Peter noticed several other one way/turning streets but he also noticed that they were crowded and filled with houses and people. So obviously, the two men were making sure that there were no witnesses. The street was also selected to ensure that Peter's side was hit. This fact alone was troubling. Why would two highly trained men target a sixteen year old boy. What could they possibly want? Peter's self value was low and everyone else's opinion of him was even lower than what he thought. His name held no significance...but his last name did. Parker. Had the men attacked him because his last name was Parker? And if so, why? Peter's eyes then widened. The thing Uncle Ben was going to tell him about his father...maybe it had something to do with that. The men...or whoever had sent them, had a vendetta against Peter's father. Peter stared down at his desk and held his head as he thought about it. Uncle Ben's final words then began to sift through his head.

_"With great power comes great responsibility."_

Peter then remembered the power he had showed while fighting the men. His strength, agility, reflexes, balance, and speed had been exponentially boosted. Peter had attributed it to adrenaline, however it was clear that it was not the cause for his growth. Why his body was changing...why he was gaining this power, had something to do with his father and Peter was determined to discover what.

* * *

"Mr. Connors, you shouldn't move around so much." the paramedic said. Connors ignored her and sat himself up, immediately feeling pain his chest.

"Fuck!" Connors shouted as he held his chest.

"Chest pains, Mr. Connors?" a voice said. Connors looked up to see Norman Osborn standing outside his hospital room.

"Yeah." Connors replied while wincing. Norman smiled.

"How would you like to have your arm back, a clear chest...a second shot at P.P.?" Osborn asked. Connors smiled.

"I'd love it." Connors replied. Norman then reached inside his bag and pulled out a syringe, containing the golden-brown liquid.

"Good...I can help you with that."


	5. First Venture

**A/N: Ok, I am back now! Woot! Yeah, I was gone due to massive amounts of homework, but I am back now. This was by far the longest chapter I've ever written word-wise. I had some time to think about what I wanted and this is what I came up with. I hope you guys enjoy and leave reviews please.**

* * *

Peter rode in the passenger seat of the black Ford Focus, casually looking out of the window with a Slurpee straw hanging from his mouth. The full moon set high above the dark and faded ground and was the only natural source of light available. The brief intervals between blinking street lights that passed through the car created somewhat of a nauseating effect. Beside him, a shadowy figure smiled and laughed, apparently saying something that was funny. As Peter listened more intently, he heard his Uncle Ben's voice.

"Well, today I believe you should hear the truth about your father." Uncle Ben said. Peter's eyes widened as he remembered those words being said before the accident.

"Uncle Ben, press your foot on the gas!" Peter screamed. His cries went unanswered as Uncle Ben's car was smashed into by the truck. Peter saw Uncle Ben's head smash into the driver's side window. cracking the glass and causing blood to squirt into Peter's eyes and hands. Peter tried to scream, but the sound of the grinding metal and the subsequent explosion all but muffled any chance of his cries being heard...

* * *

"Uncle Ben! NOOOO!" Peter screamed as he jumped from his bed. He was completely drenched in sweat, it running down even into the crevasses of his crotch. He hyperventilated and help his head as the pain of the memories he had tried to repress flooded back onto him. It had been three weeks since Peter had been to school, his perfect grades and overachieving mentality in regards of turning in work early keeping his GPA at a stable level.

Peter glanced towards the clock. 5:55 A.M. Peter sighed softly as he rose from the bed and went towards the bathroom, glancing down the hallway towards his Aunt Mae's room. Peter was surprised by Aunt Mae's mental recovery in merely three weeks. He had never thought of her as a weak woman, but the ability to overcome her husband's death in such a short time was an astounding accomplishment to Peter. He was sure, however, that she was having nightmares just as bad if not worse than he was.

Peter entered into the bathroom and took off his shirt and wasn't half shocked at what he saw. Peter had noticed several days after the accident that he body had become more toned, though he retained his lean build. He also found his asthma to have disappeared as well, which he discovered after outrunning an angry pitbull while walking home from the grocery store.

As Peter entered the shower, he began to think about how he would re-acclimate to school after three weeks of being out. His mind went straight to the prospect of dealing with Flash Thompson, who was sure to have missed him during the three weeks. With no constant source of entertainment, the poor Neanderthal probably perished from boredom. If only he had. Dealing with Flash, Peter knew, would be a problem. Even as he massaged the shampoo through his hair, he couldn't help but imagine the things the devilish boy had been saving for weeks. Peter shuddered slightly and rinsed his hair and body off.

While recovering from his overactive imagination, Peter dressed himself and grabbed his bag and began to head towards the kitchen. As he went down the steps, the enticing aroma of breakfast beckoned him and he eagerly followed towards the kitchen. To his shock, his aunt was cooking a very large breakfast, complete with pancakes, bacon, eggs, sausage, and grits. Peter's eyes widened as his stomach began to plead for food.

"Well, I hope you're all dressed and ready to go, Peter." his aunt said. Peter smiled.

"Yes, ma'am. I'm ready." he replied. His aunt waved him over.

"Come, come. It's fresh off the pan. You need a nice breakfast before your first school day in three weeks." his aunt said with a small smile. Peter happily obliged and began to pile his plate and ate. There was silence for a few minutes as Peter chopped his food down until an abrupt break by his aunt. "Peter...how are you feeling after..._that_." she asked. Peter quickly looked up, surprised. "That" was what they called the accident that had resulted in Uncle Ben's death. She had established the code word a few days following, when she was talking to MJ's Aunt Anna.

"I feel..." Peter started. He closed his eyes as he debated on whether to truly burden his aunt with how he felt, before letting it out. "I feel like it's my fault. I feel horrible. I can't sleep at night and when I do, I have nightmares of the truck slamming into the car and the explosion..." Peter said as he shook his head and tears began to come. He heard sniffling from his aunt and looked up to see her crying as well.

"I do too, Peter. I hear Ben calling me at night. I feel him touching me, telling me that everything will be okay...and I know he's right. I believe he is speaking to me and that he's telling us to worry. He's telling us to live for him and not to cling to 'what ifs'." Aunt Mae cried as she hugged Peter. Peter began to cry even more, finally letting out all the stress and tension he had ever since Uncle Ben's death. "Peter..." his aunt said as she moved out of his hug.

"Yes, Aunt Mae?"

"Promise me...promise me that whatever wisdom Uncle Ben passed on to you...whatever he said, down to the very last words that came from his mouth before he passed...that you will make that your moral code for as long as you live." Aunt Mae said. Peter nodded.

"I promise." Peter answered. Aunt Mae nodded and smiled.

"Good. Now...hurry on to school. Mariah waiting for you outside."

* * *

Curt Connors' eyes burst open as he felt his consciousness return to him. He took some time to prop himself up on his uninjured arm and then lean on his healing arm. Whatever injection Osborn had given him, it was working but slowly. After three weeks, his lost arm had regenerated to the elbow. Connors could even feel the biceps in his regenerated nub being larger than his uninjured arm. While the skin was a bit darker, closer to a brownish tan than his natural creamy white skin, it was still a marvel of science. Connors heard the door to his room open and looked to see Norman Osborn entering.

"How are you feeling, soldier?" he asked. Curt shrugged.

"I feel...good. The regeneration process is a bit painful especially when the bones reform and all the tissue, muscle and skin comes back, but I feel fine." Curt replied. Norman nodded and looked at Connors' arm.

"I see. The skin on your regenerating arm is darker than your other. How does it feel, texture wise?" he asked. Curt rubbed it and looked back at Osborn.

"A little scaly, but I have eczema around my legs so it may just be reforming on my arms." Curt said. Norman nodded, although his face looked as if he was deep in thought and displeased with what was coming to his head.

"Well, hopefully, you're right. Continue to rest and watch the progress on your arm. It should be fully healed in another three weeks." Norman said.

"Three more weeks?" Curt asked, slightly annoyed.

"Five at the most, but it should be three. Might take longer for the hand bones and muscles to reform. But I guarantee, as soon as you're healed, P.P. is yours." Osborn promised. Curt sighed softly and nodded.

"Yes sir."

* * *

"Hey, Peter!"

"Welcome back, Mr. Parker!"

"Mr. Parker, welcome!"

Every teacher that Peter had on his schedule welcomed him back with such vigor and gusto that Peter thought he had won something.

"It's like you're a celebrity." MJ had said while they were in Environmental Science after their teacher, Mrs. Owens had given Peter a hug larger than anyone had ever seen her give her husband. Peter had enjoyed the attention showed as was even shocked that Flash hadn't attempted to bother him...partially because he hadn't seen Flash in any classes. But Peter knew that he would see him at his next destination, C Lunch. Every delinquent that skipped class always found a way to make it to lunch because it was often times the only time they ate during the day. Flash found it possible to attend all four lunches and maintain a D average, probably because of the coach.

Peter set his stuff down at the table and began to go towards the line. Like most lines, this line was filled with people who were in such a hurry to get to a single destination that they found it intelligent to push and have small skirmishes over lunch line spots. Such skirmishes almost always resulted in their removal from lunch which also lead to a smaller line, something the culprits had always failed to understand. Peter could only assume that the need for food, among other things, always outweighed common sense.

The line cycle wasn't as bad this time, however the smell of the horrendous lunch food was almost enough to make Peter leave, but being in the midst of all the hungry teenagers forced him to stay in the line. Peter grabbed a tray and was disgusted by ever drop of "spaghetti" and "mashed potatoes" and "corn" fell on his plate with a thud. Disgusting as it was, it was the lifeblood that fueled Midtown and Peter could hardly bear to watch as kids sat down and began to wolf down the food in giant gulps.

Peter sat down and began to sift through the "food" with his fork until a brilliant streak of red caught his eye. Even though she was across the cafeteria, Peter could easily see MJ...talking to Flash? No, this couldn't be right. Peter looked again and was shocked. It did seem like they were talking or just Flash. It looked like MJ was trying to push Flash away, but he kept coming towards her, trying to grab her. With one large push, MJ sent Flash back a couple of feet and the giant jock reached to grab her again.

Without thinking, Peter flew from his seat and crossed the length of the cafeteria faster than he had ever ran in his life. He saw Flash attempt to talk to MJ again and that was when he threw his punch. Peter had learned from "that" that his punches could break jaws so he had also taught himself how to pull his punches back. Even so, when his fist connected to Flash's jaw, the boy was sent flying across the floor several feet.

"Peter!" MJ gasped. Peter looked at MJ, concern flooding his face.

"Are you alright?" he asked. MJ nodded quickly and then looked over at Flash, who had found it in him to get up.

"You little fuck!" Flash yelled as he lept towards Peter. Peter readied himself to counter but immediately, the school administrators surrounded Flash and held him back. "Get the fuck off of me!" he yelled to no avail. He then cast his infuriated gaze onto Peter. "I'm goin' to beat the living shit out of you, you motherfucking bitch!" Flash yelled. Peter's adrenaline rose and he did the unthinkable...he yelled back.

"When you get your dick from between your legs and stop picking on people smaller than you, then I'll take you serious. Until then, shut the hell up!" Peter said emphatically. Flash roared.

"After school, motherfucker! After fucking school! We'll see if you can back your shit up, puny little prick!" Flash said as he was hauled away. Peter scoffed and turned to look at MJ, whose mouth was wide in absolute shock.

"Well damn...I hope you **_CAN _**back up all you said. I never knew you were like that, Peter." MJ said.

"He just brought out the Parker in me, that's all." Peter replied.

"I thought the Parkers were all about hard work, dedication, and pacifism?" MJ said.

"My Uncle Ben was a soldier. They don't teach pacifism in the Persian Gulf." Peter retorted. MJ nodded.

"True...but if you can't back up what you said...you're in some deep trouble, Peter." MJ said. Peter nodded and looked up at the clock. 12:15. Two hours...

* * *

"Kick his ass, Flash! I gotta be home by 2:35, bruh!" a boy called as Flash squared up with Peter. Without hesitation, Flash swung the first blow. Peter's head vibrated softly and Peter dodged to the left to avoid the shot. So the vibrations in his head was some kind of precognitive sense to warn him of danger? Even if that danger was a clumsy, big, and stupid jock named Flash. Flash quickly followed up with another punch that came with a slightly stronger vibration. Peter brought up his elbow and blocked the punch and used his other hand to push Flash to the side.

"Are you done yet?" Peter asked, taunting him.

"Shut up, bitch!" Flash yelled as he raced towards Peter and threw a torrent of punches, all of which registered small vibrations to Peter's brain. Peter's speed and balance allowed him to easily dodge Flash's wild punches and his confidence levels began to get higher. Suddenly, a stronger vibration hit his brain and Peter noticed that Flash was aiming a knee to his stomach. Peter watched as the knee came up and side stepped. With Flash balancing himself on one leg, he was unstable and Peter kicked his standing leg, causing the jock to land in a split.

"Damn, Flash! C'mon, man! Get up!" a boy called. Flash began to rise to his feet and growled. He then began to run towards Peter again. Suddenly, a series of gunshots echoed through the alley they were in and like mice, Flash and his friends scattered.

Peter looked around the corner and saw a group of men inside a jewelry store with handguns pointed at the people inside. Quickly, Peter began to think. He should probably run from the scene like the others. That would be smart. But then he thought. Someone's family member could be inside the jewelry store and was threatened with being shot, if they weren't already. He didn't want anyone to go through the kind of pain he and his aunt and gone through and quickly decided to act.

Peter raced across the street to a costume shop and grabbed a red mask and a pair of goggles and threw some money at the cash register. He quickly placed his makeshift disguise on and stopped a few feet to the left of the jewelry store and listened in.

"Nobody fucking move! I want the money inside the cash register and I want the damn sapphire ring that the motherfucking Prince William or whatever the fuck his name is gave his wife. I know you people got it and I want it now!" one man said. Peter rolled his eyes. The sapphire ring was an heirloom...across the ocean. He didn't expect the criminals to understand that and he began to creep towards the entrance of the jewelry store. Armed with nothing but his fists, Peter pounced on the thug in front of the door and sent a punch straight onto his temple.

Upon seeing their boss defeated, the remaining men began to open fire with their handguns. The vibrations in Peter's head were ringing like a cellphone as he dodged several shots and hid behind the counter. The shots were deafening and Peter looked around for something to hold in his hands as a weapon. He saw a broom some distance away but he couldn't reach it without the risk of getting shot. Peter slammed his fist onto the ground, his middle and ring finger awkwardly pressing his palm. Shock spread across Peter's face.

A sticky substance shot straight from his wrists onto the windows in front of him...in the shape of a web. Peter pressed his palm again with the same fingers and shot another web. Peter looked at his wrists and amidst the gunfire, he looked at the broom. Peter narrowed his eyes. It was worth a shot, right? To aim for the broom? Peter then sighed. He pressed down again and the webbing substance fired at the broom and connected. Peter noticed a break in the firing and pulled the broom towards him quickly.

With the broom in hand, he threw it into the air. The men quickly shot at it out of reflex and Peter jumped from behind the counter and fired his newly found webbing into the men's eyes. The men began to scream as they attempted to tear the substance off. Peter quickly silenced them both with well-placed kicks. Peter smiled at his accomplishment and then turned to the faces of the people in the store. One man shook his head and stared.

"My God...thanks, man. Who...who are you?" he asked. Peter's thoughts halted. Who was he? Who was he? Why would he ask that? Such a normally easy question. Peter quickly sifted through his thoughts. Webbing...webbing! He had a name.

"I'm...uh, my name is...The Spider-Man."


	6. The Predator and The Hunter Part 1

**_A/N: I'm sorry for my incredibly long absence (2 months) but I have come back with some good news. I have another "Marvel Rebirth" story coming out very soon and it will be the one and only "Wolverine: Rebirth". It won't take as many extreme changes as the Spider-Man story has, but it will give fresh accounts on Wolverine's life, the villains and people involved and how he became the best there is at what he does. But without further interruption, please enjoy Chapter Six of "Spider-Man: Rebirth"_**

* * *

_"A strange occurence has hit the streets of New York, throwing the city into a state of amazement. A robbery was broken up by a masked hero who called himself 'The Spider-Man'. Footage was shot by one of the witnesses at the scene and shows the abilities of the masked hero." _The reporter paused for a few seconds as the video played, showing the masked man leaping from person to person, knocking them out with a swift series of punches and kicks and then hiding behind the desk. It also showed the man firing webs up to the broom and throwing them towards the criminals as a distraction and delivering the final blow. _"You can clearly see the mask is merely makeshift and we are currently investigating where the costume was purchased. Back to you, Johnathan."_

Peter stared with a blank expression on his face as shock enveloped him. His venture into heroics had been captured on a camera phone? It was somewhat embarrassing to watch but at the same time fulfilling as he evaluated his performance to the letter, analyzing everything he could have done better...including his costume. His costume was the epitome of laziness. A poorly thrown together red Halloween mask and a red sweatshirt. Peter smacked his forehead and palmed his face in anguish. He may have been classified as a "nerd" by high school standards, but he had a pretty keen fashion sense.

_I most definitely cannot keep wearing that every time I decide to do something heroic..._ Peter thought to himself. _Who's going to take me serious if I run outside wearing THAT? _Peter leaned back in his chair and then looked up at the ceiling. An idea then festered in his mind and the young man leapt across his room and grabbed a sketch book, pencils, and a couple of Sharpies. He began to sketch a basic outline of his body physique, which he had noticed to have become considerably more muscular and fit since the car accident. He then rested his knuckles on his chin and began to think. He had randomly chosen the red sweatshirt and mask but had taken a liking to the color choice. However, he wanted to add a bit more color to it. Wearing all red in some parts of New York would get him shot on sight anyway.

Peter then began to draw an outline of the costume. He drew a mask with small eye openings and couldn't decide whether or not to make it red or another color. In fact, Peter hadn't even decided what the other color should be. Peter then began to doubt the usefulness of small eye openings. The hoplites of Greece had small eye openings and that was a setback that restricted peripheral vision, something that he would need if facing armed thugs, or unarmed at that. Peter erased the mask and then redrew it with larger eye openings. After it had met his approval, he moved down to the body. Peter realized that, even though the seasons were turning and it was becoming cooler because of fall, his exertion in fights would be enough to keep him warm, so the need for a sweatshirt was demolished. A skin tight long sleeve top, however may be better suited for exertion.

Peter then drew the same design for his bottoms, skin tight and covering his legs. Peter sat back and smiled at the costume that he had created and rubbed his head. Now it was time for coloring and designs. He knew that by creating the alias of "The Spider-Man" that he had to incorporate spider-esque elements to his costume. Peter began to sketch a spider on his sketchbook and began to draw a spider with its legs extended all the way across the paper. Peter stared at the design and rubbed his chin. He then incorporated the extended spider design to the torso of the costume outline that he drew.

_I'm still forgetting color! _Peter shouted in his brain to remind himself. He began to color the head and torso red and the arms and legs blue. He then colored the feet red and the gloves blue with red stripes. Peter smiled widely as he looked over the drawing. _I hope I can actually make this..._ Peter thought to himself as he went to get the necessary materials and get to work.

* * *

**Later that night: Osborn Industries, Medical Facility**

Dr. Nevin Lloyd looked over Connors' observation chamber, eyes keen for any sort of sporadic activity, jotting down notes onto a clipboard while his "team" searched the computer records, keeping everything tidy. This regeneration process of Connors' missing arm had been successful but had also come with an ominous twist. What they had thought to merely have been eczema from other parts of Connors' body infecting his regrown arm was in fact discovered to be nearly identical to the skin found on a Komodo Dragon. Not only was the skin identical, but also the DNA. Lloyd had never seen such a case in his life, the sheer impossibility of such things happening. However, nothing in this day and age was possible, Nevin concluded.

Unlike the rest of Osborn's rookie medical assistants, Lloyd knew all about Osborn's illegal dealings and his position as President of HYDRA, a terrorist organization that had funded his business. if it had not been for them, it was possible that Osborn would be a millionaire at most, but a multi-millionaire, very nearly bordering billionaire status? Never. He also knew of HYDRA's impossible search for the first super soldier, "The Captain" and that it may not be as impossible as previously conceived...

"You called, Lloyd?" a rumbling voice said. Nevin pushed his glasses up and looked down at his clipboard.

"Yes, Mr. Osborn. I did." Lloyd responded. Osborn folded his arms and Nevin took the time to breath and then continued. "The regeneration process has been going remarkably well, as far as the regrowth itself is concerned. However, there are some other...things that are going on inside of Connors that we must look at immediately."

"What other things are those?" Osborn asked.

"It would appear that the skin that we thought was merely eczema from Connors skin..."

"You mean the skin **CONNORS**, thought was merely eczema. I suspected that there was something abnormal about his new skin from the beginning. But please, do continue. I need to hear your report before making my decision." Osborn said. Nevin nodded, but frowned slightly. He hated to be interrupted.

"Yes, the skin that he thought was merely eczema...it is in fact identical in texture and makeup as Komodo Dragon skin. We took some skin from Connors and put it inside a DNA analysis and the computer was only able to find minuscule traces of human DNA in order to determine that the DNA was in fact Connors." Lloyd replied. Osborn frowned.

"I see...the increased stress and pain from the regrowth process as well as some components in my serum may be making the Komodo DNA more active and causing this fluctuation to mutate Connors. We're going to need a closer analysis. Tell your team to gas the chamber."

Lloyd nodded in agreement, but before he could give the word on what to do, he heard a loud moan as if someone had been stabbed in their stomach and looked through the observation chamber glass and saw Connors spasming. "Gas the chamber with the Ketamine now! The subject is spasming!"

Connors threw himself against the wall and another yell blasted throughout the chamber. Connors regenerated arm began to twitch and convulse and grow longer. Scales began to protrude from it, blood leaking from where the bones were extending. Large claws ripped through Connors fingernails and he roared in pain as muscles rippled throughout his arm. Osborn glared at the medical assistants.

"What the hell are you doing! Gas the damn chamber now!" he yelled.

"We're trying, sir! The gas is failing to initialize!" one man screamed.

When Osborn looked back down at Connors, he could only stare as he saw that Connors' normal arm had gone through the same process and was now covered with blood. Connors' legs to bulge, grayish-brown reptilian skin covering them both. Claws ripped from Connors toes and he screamed loudly. The skin traveled up Connors' neck, overtaking his face with animalistic hunger. Connors' bottom jaw ripped forward, sending a sonorous crack throughout the facility. His upper jaw did the same and jagged, serrated teeth pushed their way through Connors' gums. Blood fell from Connors mouth, but instead of screaming in pain, Connors instead let out a bestial roar. Osborn stared and slowly backed out of the room, shaking his head.

"Shit...shit...shit..." he repeated before racing out. He closed the door behind him and sealed it with his executive keycard and sprinted towards his office. The scientists inside frantically worked to initialize the gas but to no avail. Nevin looked down at Connors' chamber and was horrified to see that not only had Connors sprouted a tail, but the reptilian was going towards the back of his chamber...to get a running start to break through the observation glass.

"Fuck the gas! Let's get out!" one scientists yelled as he tried to open the door. "Dammit! It's locked!" he shouted. Nevin's mouth dropped. That bastard...he locked us in here.

"No! Connors...he's trying to break the glass!" another scientist screamed. Nevin dropped his glasses from his face and stared at Connors as he made his final push towards the glass. With a resounding smash, he broke through. The room was filled with screaming and the smell of urine filled Lloyd's nose as he moved back to the corner of the room. He watched in horror as Connors' mouth opened wide, exposing his newly acquired teeth, saliva dripping from the corners of his mouth as he surveyed the scene. In a single motion, Connors pounced towards one scientist, grabbing him by his torso and shaking him violently. The man's squeals filled the room while everyone else stared in shock until abruptly the squeals ended with a spray of blood and the cracking of bones. Lloyd stared Connors in the eyes, attempting to find any source of humanity. He found nothing but the cold, hollow, but intelligent bright eyes of a predator.

* * *

Osborn raced towards his office and immediately locked his door. He searched the computer systems for the cameras and found the observation room. Osborn stared dumbfounded at the blood red hue of the camera and shivered slightly. He then looked at the cameras that surveyed the hallway and his heart pounded deeply in his chest. Connors was loose. Osborn grabbed his phone and began to speak.

"Attention, all Osborn Industries personnel. This building has been placed under complete lockdown. All armed guards are to report immediately to the Medical Facility to secure the hallways. Target is reptilian mutate, Curt Connors. Incapacitate, but do not kill. I repeat, do not kill." Osborn said as he sat back in his chair and waited for things to play out.

* * *

"Reptilian mutate? The hell kind of shit is that?" Roderick Kingsley whispered as he moved slowly down the hallway, a modified M16 with red dot telescopic sight scope in his arms. He swirled his flashlight to the left and to the right, attempting to illuminate the otherwise dark hallway. As a result of Osborn's lockdown, the area was also placed on electrical restrictions with everything but the major areas, the control rooms and public areas being placed under dark. A less than ideal situation when hunting an alleged reptilian mutate. Kingsley knew better than to joke about it. He had never heard Osborn's voice sound so serious, yet it had a major hint of fear in it. His words came out somewhat shaky and they were unnerving to everyone in the building.

"Keep your eyes peeled, gentlemen. We don't have any idea what we're up against. A reptilian mutate could mean anything from the Geico gecko to fucking Godzilla." another guard said.

"Shit, isn't that right. Mr. Osborn's not the most informative employer." one guard answered.

"You can respect the man for keeping his private life separate from his work, can't you? How would it be if everybody knew of his projects?" the first guard asked.

"We should at least know when he's messing with something dangerous so it doesn't kick us in the ass when it breaks out." the second guard responded. A low and feral growl rumbled down the hallway and was followed by a snakelike hiss. Kingsley paused and slowly aimed his flashlight upwards. In his sights was their target. It had to have been twelve feet tall at least and covered in grayish-brown scaly skin stained by dry blood. Its mouth was opened, forked tongue hanging out examining the air. Kingsley had seen lizards like this during his brief stay in the Philippines. It was like a monitor lizard in it's facial structure however it's body was much more humanoid.

"Well, this damn sure isn't the Geico gecko." Kingsley remarked.

"On my mark...fire at its limbs." the first guard said to the second. Kingsley stepped backwards with the other men that waited. Kingsley watched as the first man counted down and the two men fired at a rapid pace. The bullets pierced through the beast's flesh and blood spurted on the walls. Kingsley raised his flashlight to add extra light to the scene. The rounds that had been sent off had scent holes through the beast's limbs but to the horror of the guards, the wounds began to close within seconds. The creature then blasted a hiss at the guards and lept towards them. Kingsley ran backwards and felt blood spurt on his arm. He pushed one guard to the side and continued to run, occasionally firing shots above his head as he ran into the darkness. He heard the screams of the men as they were picked off one by one and slaughtered.

Kingsley ran towards the only available light, a bright red neon sign that said "Exit". He turned and aimed his rifle only in time enough for the creature to leap on top of him.

* * *

Osborn could only stare in complete and absolute despair as he watched as Connors cut through his guards and broke containment. On his exterior cameras, he saw him heading straight towards Manhattan. Osborn slowly rose from his chair and slammed his fist through a computer screen.

"Damn, damn, damn!"

* * *

Peter happily held his newly constructed costume in his hands and smiled. It had taken a pretty long time to even find the available material to create the suit and it was even harder to pry it out of Aunt Mae's hands. She would probably kill him if she knew that he had made a flexible, crime fighting costume out of her best threads and materials, especially if she knew what he was going to be doing in them. Peter flipped on the local news and sat back in his chair and was shocked by the headline.

"Monster Lizard Rampages Through City? What the hell is this?" Peter asked as he turned the volume up to hear.

_"We are on the scene and the police and animal control are here attempting to capture this immense reptilian creature, greatly resembling a Komodo Dragon native to Indonesia. We have no herpetologists on the scene but it is possible this is a Central Park Zoo breakout."_

"I don't remember Central Park Zoo ever having Komodo Dragons...and that thing most definitely does not look like a Komodo Dragon." Peter said as he looked over at his new costume. _Hmm, a trial run? _"Aunt Mae! I'm going out for a bit! I'll be back by 11!" Peter yelled downstairs as he put on his costume followed by his gloves and boots. _Besides..._Peter thought as he put on his mask and smiled. _What's the worse that could happen?_


	7. The Predator and The Hunter Part 2

**_A/N: Hello everybody and welcome to Chapter 7 of "Marvel Rebirth: Spider-Man." Please enjoy your read and review as well!_**

* * *

**Downtown Manhattan...**

"Dammit! Keep firing!" an NYPD officer cried. Connors was swinging his claws left and right, his mouth wide open as he roared at the police. The bullets were piercing his tough hide, however, the lizard was healing from them near-instantaneously. Animalistic instinct overpowered his senses and he rushed towards a group of officers.

"Hey, you big scaly bastard!" a man shouted as he threw a glass bottle at Connors. The glass crashed against the reptilian's skin and Connors turned around swiftly as he narrowed his eyes and stared down the culprit. He crossed the distance between them with surprising speed for his size and leapt towards the man. As he sent his claws down, he hit nothing but air, followed by concrete. The man had been yanked from him. Connors looked and hissed as he saw a person in red and blue pulling the man towards him.

* * *

Peter's web hit the man's back and he yanked him backwards to save his life. Why the idiot tried to "assist" the police instead of let them do their job was beyond him. The man began to fret and turned towards Peter and pointed his finger into his face.

"I ain't ask to be saved!" the man yelled. What an ungrateful asshole! Peter had gone through the trouble of saving this man and he complains he didn't **_ASK _**to be saved?

"Well, next time, I'll be sure to let the monster eat you. Would you like another try?" Peter retorted. Before the man could answer, Peter leapt over his head and inside the semi-circle created by the cop cars. The police immediately noticed him and began to shout in his direction.

"Hey! What're you doing!" an officer shouted. Peter pointed at the creature with his thumb.

"I'm animal control." he responded. Upon examining the creature, it was instantly clear that this was not a Komodo Dragon. The beast stood upright and was barrel-chested, pectorals clearly flexing underneath his reptilian hide. His body was closer to a steroid junkie than an actual animal. Whether it was a real animal or some mutated science experiment, it was an animal nonetheless and Peter was sure that his superhuman strength could easily crush a Komodo Dragon skull. The lizard growled and began to move towards Peter. He grew even larger as the distance between them closed and Peter's heart rate began to quicken.

"Wow...you are one big lizard..." he said softly. The creature roared and Peter could smell the rotten flesh on his breath. He gagged under his mask and then cleared his throat. "Sir, I'm going to have to ask you to take you back to the zoo, so if you would please come..."

The lizard lunged at Peter, cutting his sentence off and he leapt backwards to avoid him. It probably would be easier to simply knock the animal out and then take him back to the zoo where he belonged. It would save him some effort and get him home early. He was missing one of his favorite documentaries as it was. Maybe he could release the pull of his punches just a bit. Peter jumped forward and smiled as he threw a punch at the lizard's head.

The punch didn't even cause the creature to blink and it powered through the punch and grabbed Peter by his neck and tossed him across the street into a small market. Peter flew through the glass, taking the entire fruit stand with him. He hit the back of the market with a thud and shook his head as he got up. The creature completely ignored his pulled punch. No way was this an ordinary animal. Peter sighed and began to thank God that he had more durability because of his powers.

Peter could hear the screeches of the lizard outside of the store and he leapt through the broken glass and stared down the creature. "I hope you're not excited because you thought I was done. It'll take more than that to put me down, Scales." Peter yelled defiantly. The lizard turned towards him and roared and rushed towards him. Peter began to panic slightly. The only thing keeping him from pissing himself was his snappy one-liners. They were helping create the illusion that he was in control of the situation when he was clearly not.

If his pulled punches weren't doing anything to the lizard, then maybe he was going to be forced to use all his strength. Peter took in a deep breath as he assessed the monstrosity that stood before him and then raced towards him full speed. The lizard swung its claws at Peter's head and Peter dodged under rather easily. He weaved to his left, dragging his fist behind him. His knuckles connected full-force to the lizard's temple and the beast's upper body swayed to Peter's left.

Before Peter could celebrate his minuscule victory, the monster swirled around, sending massively muscled tail into Peter's ribcage. Peter was sent flying down the street, finally ending his fall by landing on top of a parked car, causing the roof to connect to the driver's seat. Peter groaned softly and held his ribs as he rose up from the smashed car. That last shot had certainly sent a shock through his nervous system and there was no question that he was awake now. The creature had again powered through his punch, this time at full-force. This thing was far from any normal animal. Maybe it's tough hide was reinforcing its skull. Or maybe it was just stronger than him.

The creature snarled viciously as saliva slowly began to make its way from the corner of his mouth.

"I don't think you should start drooling over you success just yet, Scales." Peter yelled. He jumped into the air and descended towards the creature like a rocket, his feet leading the charge. The creature opened its mouth to try and grab him and Peter kicked its upper jaw downwards, causing it to hit the lower and temporarily disorient the beast. Peter smiled under his mask and webbed a stop sign and pulled towards him. Before it was in his hand, the lizard recovered and leapt towards him, roaring. Peter whipped his web towards the lizard and the stop sign followed. The impact dented the stop sign and the lizard crashed against the ground.

_Well, that definitely did the trick._ Peter thought triumphantly. However, he was wrong. The lizard rose from the ground and this time, there was nothing but anger on its face. "I guess someone doesn't like the taste of their own medicine, huh? I guess you'll think twice before trying to atta..."

The lizard launched itself towards Peter, leading with its jaws. Peter held out his hands and kept the creature's mouth open. The smell of blood and digested human flesh blasted in Peter's face as he held the monster's mouth open. Saliva continued to drip down the beast's jaws and Peter narrowed his eyes. _If this thing is anything related to a Komodo Dragon, then I have to avoid getting bitten at all costs. _Peter leapt backwards and the creature snapped its mouth shut and then roared in anger. Peter stared the beast down and readied himself. _I can take a few cuts and slashes, but bites are a no-no._ Peter reasoned.

The lizard circled Peter and growled softly. Peter gulped slightly as his heart began to speed up. He had no plan. All he could think to do was avoid getting bitten at all costs but as far as stopping the creature, he had absolutely nothing. But the lizard looked as if it was making plans. They continued to circle each other again and again.

Roaring its displeasure and fury with primeval rage, the lizard rushed Peter. Peter's head vibrated loudly and Peter jumped up to avoid the lizard's tail swing. The lizard snarled and sent its claws crashing down on top of Peter, smacking him into the ground. Peter groaned as he attempted to push the tips of the seven inch talons from his abdomen. The lizard pressed down harder, causing blood to spurt from Peter's stomach. The lizard was stronger than Peter had anticipated and he felt himself losing ground quickly. _Damn! I'm bleeding! I'm bleeding! _Peter screamed in his head.

Peter again attempted to push the lizard's claws up from out of his body, straining his muscles as the additional pressure of the lizard's body pressed down against him. It was then that Peter felt another pain grip him, traveling up his leg. Peter glanced down and saw the lizard with its jaws locked on his leg. Peter yelled and kicked the lizard off with his other leg, sending the beast skidding across the concrete. Peter stood up and winced in pain as he saw blood and the lizard's saliva on his leg. Peter's head vibrated violently and when he looked up, the lizard and grabbed him in its claws and left the ground.

Peter sailed through the air, the wind whistling in his exposed and bleeding ear. The lizard had a firm grasp on him and Peter was starting to feel to weak to even fight. The venomous saliva inside his leg had caused to lose a massive amount of blood and Peter was starting to feel incredibly woozy. Then the strangest thing occurred.

The lizard dropped him.

Peter saw the lizard grow smaller and smaller and the distance between them grow larger as he descended. The first thing that hit him was a ventilation pipe that broke after Peter's head crashed against it. The second impact was the lid of dumpster that Peter bounced off of like a trampoline. The final impact was the cold, hard and unforgiving concrete that cradled Peter into its embrace as he slipped into unconsciousness.

* * *

**Four hours later, 12:42 a.m.**

Harry Osborn tapped the steering wheel of his black Chevrolet Camaro happily as Daft Punk's "Derezzed" blasted through his speakers. After a long night of partying at a strip club that he was thanking God he was old enough to go to, he was finally on his way home. The college had been absolutely wonderful. No overbearing father. No idiotic grading system. Just him, doing his work how he wanted to. Besides the brutal due dates, he could still do his work at his leisure. His father was after all providing funds for the college.

However, Harry was a hard worker, something his father failed to acknowledge about him. His father may have thought that he had always asked people to do his work and use his money and popularity as a means to do so, but that was how superficial his father was. He could only see him for what was on the outside. Never anything that was inside of him. That was his father's problem. But as a business man and a scientist, it's not to often that you need to observe a person for their emotional worth so long as you have their money...or their corpse in front of you.

Harry yawned softly. He was a sophomore in college and was enjoying every minute of it, however sometimes it got lonely with no one to talk to. He had everyone's number from back at Midtown but after getting a new phone every two weeks, the only numbers that he could remember by heart was his friend, Peter Parker's home number. As he thought back on Peter, he smiled.

Peter was Harry's private mentor and had helped him through most of high school, despite being two grades lower. The kid was a genius, a prodigy even. Harry was surprised his father hadn't paid him any attention. He could have easily gotten a job working for him in his lab since Peter had a thing for science. But regardless, Harry never regarded Peter as a tool. He was much more of a friend than anything else. He had done his fair share of paying Peter back when Flash decided that Peter was threatening his manhood. Hell, he had even fought Flash once because of his constant pestering. But, that's how things go when you have true friends.

Harry rounded the corner and toggled his fog lights and then sighed as his phone vibrated. He looked down momentarily to grab it when suddenly, he heard a bang against his car.

"Fuuuuuuuuck..." he groaned as he opened the door and went in front of the car to inspect the damage. When he looked down, his eyes widened. "P-Peter...is that you?" the black boy's eyes twitched slightly and his mouth moved slowly.

"H-Harry..."

* * *

**3 minutes earlier...**

Peter's eyes flickered opened and all he could see was the moon's reflection against the concrete. How long had he been out? Judging from how the moon was positioned in the sky, it had to be after midnight. Aunt Mae was probably worried sick if she wasn't on the couch asleep waiting for his arrival. Peter tried to use his arms to get up, but yelled out in pain and fell down to the ground. His right shoulder was dislocated and he could feel a few crackling bones in his left wrist. It was probably broken or fractured. Either way, it hurt like hell.

Peter tried to stand up again and balanced himself against the wall. Once he had gotten to his feet, he slammed his right shoulder against the wall like he had seen in countless movies. The pain was nearly unbearable and Peter was almost reduced to tears, but it got the job done. Peter looked down at his costume, or the remnants of it, and sighed. The only that was wasn't completely ripped to shreds were his tights. Only his left leg was ripped from the bite and the other part was fine except for some of his blood. He was shirtless and without any form of covering besides his lower extremities and it was highly possible that he had been laying outside for nearly four hours. However, he didn't feel like he had any sort of fever or cough like any normal person. Peter shrugged and prepared to move.

Above him, a line of shirts hung, drying in the air. There would be no way of explaining being left in a dark alley without a shirt without the prospect of dealing with homophobic jokes so Peter webbed one of the shirts and brought it down to him. He threw the shirt on a began to limp out of the alley way into the darkness of the street. The next thing he saw were a pair of lights speeding towards him and then he felt the car smash against his ribs. Peter stared up into the sky and heard the car door open. The next thing he saw surprised him.

"P-Peter...is that you?" the man said. Peter moaned softly.

"H-Harry..." he muttered softly before passing out again.

**Empire State University Medical Center...**

Peter moaned softly as he looked up at the bright lights above him. The room was extremely bright and white and judging by its appearance, he was in a hospital. Peter's face eased into a wide and bright smile as Harry entered the room.

"Hey, Pete." Harry said as he sat down next to Peter's bed.

"Hey, Harry."

"Sorry for hitting you with my car." Harry said with a slight laugh. Peter chuckled a bit and then held his ribs.

"Of all the things Flash has done to me, I'm sure hitting me with his car was one of the things he had saved up for me. Thanks for getting me prepared." Peter replied. Harry shook his head.

"He's still there?" Harry asked.

"Yeah. The idiot can't get past Mr. Dupra's World History course. That's the only class I have with him." Peter explained.

"Well, damn. He's been in high school six years." Harry said while holding his face. "Two more and they're going to have to kick him out."

"He already looks like he's old enough to drink." Peter said as he adjusted his seat. "He was trying to hit on MJ two days ago." Peter said. Harry's eyes widened.

"Seriously? Dude, what did you do?"

"I hit him."

"No, seriously, what did you do?"

"I HIT him."

"Wait, you hit Flash Thompson...and you're still alive?" Harry asked.

"Of course I am. He didn't land a single hit on me. I dodged everything he threw at me." Peter answered. Harry looked at him and smiled.

"Well, that's good then. You don't need my help anymore." Harry said. Peter nodded and looked down at his wrists.

"Trust me, I've grown some since you left." Peter said with a smile. A flash of dark gray hair entered the room and raced towards Peter and grabbed him and hugged him tightly.

"Oh my God, Peter! I was so worried about you!" she cried. Peter winced slightly and then smiled as she got off of him. She then looked over to Harry and gasped. "Harry Osborn! My, how you've grown!" she said as she grabbed him and hugged him. Peter watched the scene but then his eyes hit the doorway. The dazzling smile of MJ met his shocked face and he gulped.

"H-hey, MJ." he said softly. MJ smiled back and moved one of her red bangs from her face.

"Hey Peter." she said. Aunt Mae looked at the two and nudged Harry discreetly and Harry nodded.

"My goodness, I'm hungry." Aunt Mae said as she started to leave the room. "I'll be back up shortly, Peter. I'm staying up here with you for the night." she said. Harry then followed.

"Mind if I tag along?" he asked. Aunt Mae nodded.

"Yes, seeing as though I haven't the slightest clue where the cafeteria is." she laughed. Aunt Mae walked out of the room and Harry followed, closing the door behind him. MJ then sat on the side of Peter's bed and looked down at him. Peter's brown eyes met her green ones and he shivered softly. Her vanilla colored skin and bright pink, heavily glossed up lips breaking apart as she began to speak.

"Peter, Harry said that he found you in an alley in Manhattan. How'd you get over there?" she asked.

"I walked." Peter replied quickly. MJ looked at him sideways.

"You walked?"

"Yes, I walked." Peter replied. This was true. Peter had walked and ran along the rooftop and on the top of the suspension bridge to get to Manhattan. He was positive that there was an easier way of getting around when he could fire webs from his hands but that was something for another time.

"Peter, you can barely walk **ONE **lap around the gym."

"I **COULD **only walk one lap. Now...I feel like I could run thousands of laps." Peter retorted. He then bit his lip and squinted his eyes. He probably shouldn't have come out with that. He could feel the tension thickening.

"So, you expect me to believe that you walked from Forest Hills, Queens to downtown Manhattan for absolutely no reason at all, got attacked by some thugs who ripped our clothes off and left you lying in an alley?" she asked. Peter gulped.

"Y-yeah. That's what happened." he said. MJ laughed.

"Ok, I think I've been watching too much Law & Order. It's okay, Peter. I believe you." she said. Peter breathed a sigh of relief in his head.

_Thank God. _he thought. MJ smiled.

"I was really worried about you." she said. "When Harry told us how he found you and then how he hit you with his car..." MJ said.

"Wait, he told Aunt Mae that?"

"No, of course not. Your aunt castrate him." MJ replied. Peter nodded.

"True."

"Well, anyway...I thought you were going to die. I was afraid for you. I was really afraid because...I thought I would never see you again." MJ said. Peter's heart pounded. She was afraid she would never see him again? Really? She cared that much? Peter knew that she was his best friend but he never thought that she cared THAT much about him. It almost made him blush.

"Well, I'm alive." Peter replied. "So no need to worry about me dying." Peter said. _Yet anyways. _Peter thought as he remembered his performance against the lizard earlier.

"I'm glad you are because I never got the courage to give you your birthday surprise." she said. The courage? What did she mean?

"What do y..." Peter started. Before he could finish the sentence, MJ's lips had covered his. Peter's eyes widened nearly enough for his eyes to burst from their sockets. His blood pressure rose to astronomically high levels. His heart shifted to a different gear. His brain raced. His senses opened up. He was kissing Mary Jane Watson! As the feeling began to sink in, he realized that he had been waiting for this moment ever since he had met her. He held the kiss as long as he could before, he felt MJ's lips pull away from his. He looked up at her and she smiled.

"Happy Belated Birthday, Peter...did you like your surprise?" she asked. Peter nodded.

"Hell yeah."

* * *

**Osborn Industries...**

Norman Osborn knocked back another shot of Vodka and slammed the glass down on his desk and gripped his head as he thought. There was almost no doubt that after watching the way that Connors had slaughtered his security staff that he was beyond any normal man's ability to capture. Osborn was worried but not as much as before. Especially not after his phone call a few hours ago. It just so happened that his tour guide in Indonesia was in town for vacation and after Osborn offered him the check with seven zeros attached, he was easy to convince.

The light of the outside broke into Osborn's office and his secretary's voice spoke.

"He's here, sir." she said. Norman beckoned.

"Bring him in." he said. The door closed and Norman heard the sound of shoes coming towards him.

"Mr. Osborn, what was so important that you had to interrupt my vacation in America? I don't come to this country often. I like to stay close to home." a man with a thick Russian accent spoke.

"I'm sorry. I realize that this was...a inconvenience. But I was sure that a man of your skill could handle the problem I have right now." Norman replied. The Russian chuckled.

"Of course. You didn't detail much on the phone." the man said.

"Yes, well, I don't want anyone to know of my 'business' except for me and the people I work for. It's how I've stayed in this position for a long time. The problem that I have is...I have a genetic mutation loose in the city."

"Oh yes, The Lizard. The American press has already created a name for the creature. They're saying it may be related to you." the Russian said.

"Ah, yes, the Daily Bugle. They've been on my ass for years." Norman said, waving his hand. "But, truth is...that it is heavily related to me. The creature is a man named Curt Connors who lost his arm while on a mission for me. I tried to implement some Komodo Dragon DNA into blood to increase his healing, but things went horribly wrong. I need him back here so I can try and reverse the effects." Norman said. The Russian laughed.

"Oh, I thought it was something of massive difficulty. I've wrestled polar bears into submission in the Arctic, kept Saltwater crocodile jaws open in order to save children. I've lived with wolves and lions, survived for eight weeks in the Amazon with nothing but my clothes." the Russian said. Norman smiled.

"That's exactly why I hired you." he said. The Russian smiled back.

"Well, then Mr. Osborn...I will catch your 'Lizard'. Nothing escapes Sergei Kravinoff."


	8. The Predator and The Hunter Part 3

**A/N: Welcome back to another edition of Spider-Man Rebirth! I am very happy to be introducing this chapter to you. First off, I'd like to say I've made a change. Mary Jane is going to be called exactly that from now on. The whole Mariah crap wasn't sitting well with me as I looked back on the reviews concerning it. So, there you go. Aunt Mae is going to remain the same as he name is homage to my grandmother. That being said, enjoy and review!**

* * *

Sergei Kravinoff exited through the front door of Osborn Industries and walked out towards the parking lot where his limo awaited him. The job offer from Osborn was a simple as most job offers came. Capture a reptilian mutation? Sergei had survived worse things. Spending half the year alone in the Russian wilderness as a child would make any man hardened and tough. Sergei opened the door to his limo and the heat embraced him as he entered. A soft, caramel brown hand touched his bearded face and a smile graced the Russian hunter's face.

"So, what did Mr. Osborn want, my love?" a soft and cooing voice said. Sergei chuckled softly as he sat back in his seat.

"He wants me to hunt one of his escaped experiments." Sergei said as he shook his head. "Corporate Americans always make problems for themselves with their greed. The only reason that I accepted was because of my love of the hunt." Sergei said. A beautiful black woman moved from the shadows and straddled Sergei and looked down on him, her hazel eyes meeting his grey.

"Will you need my assistance on your hunt?" she said soothingly. Sergei smiled.

"No, but if you feel the need to, you can follow on this hunt. Just so long as you can keep up" Sergei answered. Calypso laughed and leaned down as her lips connected with his and Sergei growled seductively. "We can continue this on our way back to Russia, my dear." Sergei said. Calypso nodded.

"Of course. The plane's large enough for us to do what we need to." she cooed. Sergei chuckled and gently brushed Calypso off. He exited the limo and stripped his business suit off, revealing a vest, with a lion's man on the shoulders and black tights. He strapped on a pair of brown commando boots and growled.

"It is time to hunt." he said.

**Downtown Manhattan, 5 minutes later**

Sergei arrived at the area in which Osborn had told him Connors had ran towards. The scent of the reptile was heavy in the air and Sergei kept his nose in the air. He then looked down suddenly and picked up a very small scale on the ground. He examined it closer and sniffed it.

"Hmmm...Connors." Sergei whispered. Calypso looked down at Sergei and smiled.

"Found him already?" she asked. Sergei stood up.

"No...but I know which way he went." Sergei said. He sniffed up into the air and noted the wind was blowing to the West, carrying the scent of Connors with it, meaning that he had gone East. "Come, Calypso." Sergei said as he ran towards the buildings. In a quick motion, he had scaled the building and jumped across the gap. Calypso followed, using a extendable quarterstaff to help her cross. Sergei sniffed again as he continued to jump and then frowned. Connors' feet had never touched the ground. As far as Sergei could tell, Connors' scent was still in the air. "He jumped from the distance where we found the scale into the distance." Sergei told Calypso, who was now keeping pace with her Russian love.

"If that's the case, how do you plan on finding his landing point?" she asked. Sergei scoffed.

"When his scent descends, of course." he said as he inhaled the scent of Connors again and he began to beam with confidence. Connors' scent had finally started to descend. When Sergei looked down, he saw two large foot prints and a very large tear in the concrete. He narrowed his eyes and dove into the alleyway, sliding down the walls, using the rough tips of his fingers that he gained from years of training. Sergei flipped backwards and landed on the ground. Calypso landed behind him silently and looked around. Sergei sniffed the tear in the concrete and instantly grabbed his nose. "_Chtoebat_!" Sergei cursed in Russian as the smell of sewage entered his nose. _Damn Americans and their waste..._he thought as he entered into the hole.

Sergei landed with a loud splash and the sounds of rats scurrying echoed throughout the entire sewer line. Sergei crept through the sewers slowly, lessening the sounds of his steps as he trudged through the water. Calypso was behind him, silent as she usually was as she followed him. Sergei looked around, listening for anything that sounded abnormal.

"Do you think that the creature would search for refuge in such a place?" Calypso said as she looked around in disgust. Sergei turned to her and nodded.

"Indeed. This place is probably the warmest place in this city during this time of year. He would need heat to survive if his body has truly taken on the form of a lizard." Sergei replied. Sergei stopped in his tracks and raised his head. He could hear something at the very back of the line. It sounded like hissing, like a cat only much, much larger. Sergei and Calypso continued down the line and Sergei kept smiling. He peaked around the corner and begin to laugh softly.

"What is it, Sergei?" Calypso asked.

"I've found him. He is much larger than I imagined..." Sergei said as he looked around the corner to see the immense Connors curled up in the corner, his large and muscular tail curled around his snout. Sergei inhaled and then exhaled. It was time to perform. The hunt was over. It was now time to drug the beast and take him back to Osborn. Sergei waved Calypso backwards and his Haitian lover moved back behind the wall. After Calypso had moved, Sergei growled and ran toward Connors.

In an instant, the reptilian monster was up and roared as it swung out its tale defensively and Sergei flipped over the tail and landed in front of the beast and growled. Connors let out a monstrous roar and leapt towards Sergei. Sergei shot an uppercut at the beast, barely giving the animal a problem. Sergei performed a commando roll and ducked underneath Connors' snapping jaws. Saliva flew in the air and Sergei did well to avoid it. He knew that even if the saliva didn't enter into a wound, it could still burn through his skin, especially since he didn't know what crazy concoction Osborn had put together to create such a thing.

Connors leapt forward and attacked with his claws, swiping at Sergei's head and chest, Sergei partially blocked one of the strikes and winced as he felt the six-inch meat hooks rip into his pectoral. The impact sent Sergei down the sewer line and he hit the wall with a thud. He looked over at Calypso and waved her away and she moved farther down the line. Sergei stood up and Connors was on him again in an instant. Sergei placed his forearm onto Connors' throat, keeping the beast at bay. It kept snapping its jaws at him, roaring and clawing at him. Sergei narrowed his eyes and shoved the beast upwards and flipped backwards against the wall and leapt over the monster's head and landed behind him.

Connors whipped around and roared in anger. Sergei laughed. "Are you angry, Connors! Come! COME!" he yelled. The lizard leapt forward and swung its claws at Sergei. The Russian leapt under the swing and looked up at the monster and growled. The beast was not going down easily. Sergei was going to have to use weapons now. Sergei pulled two hooked kopis daggers from their sheathes and ran towards Connors, swinging the blades around in a circular motion. Connors watched intently as his predatory senses were attracted by the movements of the blades.

In a quick motion, Sergei swung his blades towards the beast's neck. Connors yelled out in pain as the blades connected to his neck, springing open a wound causing blood to gush out onto the ground. Sergei smiled and raised his blades in triumph, however Calypso pointed worriedly at Connors.

"Sergei! Look!" she yelled. Sergei turned around to see that the wound he had just caused had been healed nearly instantly. His eyes widened and his mouth almost dropped.

"Bozhe moĭ ..." he said softly as he started to back away. This Connors was incredible. He had speed, power, durability, ruthlessness and healing ability. A worthy foe. Sergei had waited quite a while for something so magnificent to offer him a challenge. Connors roared at Sergei and leapt towards him. Sergei drove his daggers into the creature's chest and continued to stab as the creature's own momentum sent it crashing into him. Connors could only yelp in agony as he began to lose massive amounts of blood and Sergei did not relent. His daggers continued to plow deep inside of Connors and the monster roared loudly.

Connors howled and Sergei felt the monster's immense half ton body fall on top of his body. With a great heave, Sergei threw the beast to the side. He walked over to the creature and turned the beast over. He raised his hand, gripping his dagger tightly to further injure the creature if it was once again feigning unconsciousness. However, Connors was not feigning. He was genuinely knocked out. Connors suddenly convulsed. Blood squirted from the wounds that Sergei had inflicted as they slowly began to close. Connors shook violently and rolled across the floor, but the lizard didn't make a sound.

Connors' flesh began to sizzle and steam rose from his body as he continued to convulse...and change back to normal. He immediately shrunk, bones cracking and seemingly breaking as his body reached its normal size. The extended vertebrae retracted back into his spine with a sickening crack and the final act of transformation was his skin. The bone-like armor submerged itself beneath his skin and rippled underneath as if a parasite was under his skin. When it was all finished, Connors lied in a pool of his blood, breathing slowly but steadily. Sergei could only stare in disbelief. In all his years of hunting, he had never seen anything like this before. In all his years living, he had never seen anything like this before.

After he had gathered himself, Sergei leaned down and picked Connors up and placed him on his shoulders and proceeded to return the escaped subject to Osborn...

* * *

**Meanwhile, Empire State University **

"Well, Mr. Parker...it would seem that your clear to go. Your ribs have mended nearly completely, your brain is free of any symptoms of a concussion and your arm is fine as well. You're quite the healer." the doctor said with a surprised look on his face. Peter and Aunt May exchanged equally shocked glances.

"That's..." Aunt Mae said softly.

"Great?" Peter said with a smile and a shrug. _Now I can find out where that lizard creature went. _Peter thought to himself. "So, can I go now?" Peter asked. The doctor nodded.

"Yes, we have the wheelchair ready for you when you're ready to go. Just make sure to put your clothes on, Mr. Parker." he said as he walked out. Aunt Mae smiled at Peter and rubbed his forehead.

"My goodness, Peter. Well, let's just thank God that you were able to recover so early. The last thing you need to be missing is school, young man. A boy needs his education." Aunt Mae said. Peter smiled. Aunt Mae was naive, almost to a fault. Sometimes, Peter even wondered how much of it was real and how much of it she was just acting. He sometimes even wondered if she knew what Uncle Ben wanted to tell him...

Peter got out of his bed and quickly grabbed his clothes, throwing them on in a rush to get out of the hospital. He was reluctantly bound to the hopsital issued wheelchair and pouted the entire way out, protesting. "I can walk!" Peter said.

"Hospital policy, kiddo. We're almost down to your car." the patient and stoic nurse said. Peter sighed comically and they finally made it to the front entrance of the hospital. Peter and Aunt Mae walked over to her car and Peter sat in the car and sighed.

"So glad to be going home." Peter said as he smiled and leaned back as he put his hands behind his head. Aunt Mae turned to him as she began to pull out of the hospital parking lot and headed down the street.

"I'm so glad that your alright, Peter. Everyone was quite worried about you. Thank God, you have a good healing fac..." Aunt Mae said, cutting herself off at healing. Peter looked at her sideways and raised his eyebrow.

_'Good Healing' what?_ he thought. Peter chuckled. "Yeah, seems like everything's different now." he said broadly as he stared out of the window. There was an awkward silence and Peter looked over towards his aunt and he could faintly make out that she was whispering to herself. Unfortunately, he lacked the superhuman hearing to decipher what she was saying but he was sure it had something to do with her comment. Peter shook his head and sighed. His main concern was finding out where the giant lizard was. He wanted to know desperately who was responsible for the creature because he was completely positive that this wasn't a natural occurrence. What kind of freaky mad scientist would do something like that to an animal...or maybe even a person?

Peter thought it was merely a foolish conclusion but then he thought about it. Somehow, he had gained spider-like powers and superhuman strength out of nowhere. If he could do that, then it was entirely possible that somebody could get mutated into a lizard monster. Mutate. That word was too close to MUTANT. The world hated mutants. Some news stations completely bashed their existence, especially MHN, which Peter thought stood for Mutant Hating News. It wasn't like mutants hadn't caused problems. Some crackpot with a purple and burgundy Greek hoplite helmet had blown up a school a few months ago and there was complete hysteria. People were saying it was the end of the world as they knew it. Peter shook his head. Some people were completely ignorant.

Peter's mind flashed back to his current situation. The lizard monster. Where had it been going? Peter had lost too much blood to even have the awareness to survey his surroundings, especially after he had been dropped in the alley and left for dead. Peter almost physically slapped his forehead. He needed a new costume after all that had happened. The lizard had torn easily through the fabric. Peter frowned. Using polyester and cotton for his suit was a bad idea now that he though about it. He needed something that wouldn't tear so easily and something that would provide ample warmth during the coming colder months. Maybe he could find a wetsuit and make some changes to it himself. He had $100 saved up after all.

"Aunt Mae." Peter said. His aunt nodded to acknowledge him.

"Yes?" she said.

"Can I go to the store after we get home. I need to buy something." he said. Aunt Mae shrugged.

"Depends. What do you need to buy?" she asked.

"A wetsuit..." Peter said softly.

"A wetsuit?" Aunt Mae raised an eyebrow. "Peter, it's the middle of autumn. You aren't going swimming unless you're going to an indoor pool in which case you won't need a wetsuit." she said.

"So is that a 'no'?" Peter asked.

"It's not a 'Yeah, sure. Go right ahead'." Aunt Mae said. Peter narrowed his eyes. _Sigh, then I'll have to sneak out. Maybe...I can see if I can use my webs to get from place to place fast enough for Aunt Mae not to notice._

**Later That Night...**

Peter slowly opened the window to his room and peeked outside. Aunt Mae had retired to her room and Peter had about a thirty minute window before she would call him for something. Problem was, the swimwear store closed in ten minutes and Peter had to travel into the city...again. He didn't have much time to lose. Peter closed his window after he had crawled out and leapt from the wall on top of another house and then repeated as he made his way to the Queens Midtown Expressway. Peter sighed as he stood on the side of the road and frowned. The tunnel was a toll road and if he wanted to make it across he would have to sneak onto someone's car...or truck.

An SUV passed by Peter and he used the darkness to his advantage and webbed himself underneath the truck. _Thank God, there's amazing traffic flow tonight. _Peter thought as the SUV sped through the tunnel with almost no stopping. Peter could see the bright lights signifying that they had reached the Manhattan side of the tunnel. Peter rolled from under the car and ran into and alley and began to climb a building. When had reached the top he surveyed the area around him and sighed. There were taller buildings in every direction and he could almost make out his destination down the street. Peter shot up a web into the air at the tallest building and then pulled. The webbing was firmly in place and Peter walked to the edge of the building and looked down. He was five stories up and another fall would probably put him back into the hospital. He couldn't fall and he definitely didn't have to take tentative baby swings. It was all or nothing.

Peter leapt from the building holding on to his web for dear life. As he began to get close to the building, he shot another web to the building's neighbor. He let go of of his former web and swung with the second webline towards another building. Peter began to find the rhythm as his body became accustomed to his swinging. It was like it was adapting on it's own, adjusting to Peter's new found skill. Peter shot two webs upwards and pulled himself over an immense building and suddenly felt himself falling. Peter could feel the adrenaline rushing through his body. His senses were heightened. He could his muscles tightening and he was felt like he was on Cloud 9. He felt as if everything was fine. He felt...high. As Peter swung another web that launched him farther, he smiled.

_I'm doing it. I'm definitely Spider-Man now..._

* * *

**Meanwhile, Osborn Industries**

Norman Osborn was sitting at his desk when he saw the door to his office creak open again. Norman smiled as he was expecting Sergei to have returned. However, the secretary brought forth another message.

"Mr. Osborn, it's your son. Send him in?" she asked. Norman shook his head in contempt and then beckoned for her to send him in. The entire reason for the little prick to go to college was so that he could be _away _from Norman. It seemed ever since his mother had died, he had gotten extremely clingy. Norman sat back in his chair and placed a faux smile on his face as his son entered.

"Harry! How're doing, son?" he said. He was almost nauseated from his words and the tone in which he said them. Harry smiled.

"I'm fine. Just a little tired is all. College is really kicking me in the ass." Harry said.

"Well, that's what it's there for. It's going to be a challenge, Harry. I gave donations to that school for better equipment and better teachers, not so you could have a free ride." Norman said. _Lies. _Norman had thought that buy paying off the school to let Harry do what he did would make him stay far from home. In fact, it had done the opposite. The boy kept coming to him. Again and again.

"It is. I'm doing well, Dad. I'm ranked number 20 in the sophomore class. But, I didn't come to talk about grades. It's...more of a friend problem." Harry said. Norman nodded, although inside he couldn't give much of a shit.

"Is it a girl?" Norman asked.

"Well, yeah. There is one girl, Gwen Stacy..." Harry said as he trailed off and smiled. "But no, it's about Peter Parker. You know, the kid that helped me get into college." Norman's interest was genuinely caught and he looked at his son intently.

"What about him?"

"Well, I drove him to my school's medical center the other day. Doctor's said he had broken ribs, a bruised lung and a few bites and scratches like he had been mauled by an animal or something. But today, I went in to check on him and they said they had released him. He must've healed overnight. Crazy right?" Harry said. Norman smiled. It was so amazing how his son so naively trusted him. It almost made him laugh.

"Yes...very crazy indeed." Osborn said softly. Osborn heard the buzzer and pressed the button next to his desk.

"Mr. Osborn...a Mr. Kravinoff is here to see you." his secretary said. Norman smiled.

"Ok, send him in." he said. He then looked up at his son. "It was nice talking to you, Harry. But I've got a little bit of business to take care of. When you see Peter, tell him I said 'hello'." Norman said. Harry nodded and walked out.

"See ya, Dad."

After Harry had exited, Sergei Kravinoff entered the room with a very large duffle bag on his shoulder. He placed it on the table gently and looked up at Osborn. Norman noticed the large air holes and smiled. He unzippened the bag and looked inside to see Curt Connors, curled up and unconscious.

"Amazing. My armed guards with with military grade automatic weapons couldn't even bring him down." Norman said.

"You're armed guards are not Sergei Kravinoff." Sergei said with a grin. Norman smiled.

"Indeed, they aren't." Sergei sat down in front of Norman and looked him in the eyes.

"Now, about my pay..."

"How would you like triple what I offered you the last time?" Norman said. Sergei's eyes widened and then settled back down.

"What is the catch?" he said.

"There's...someone else that I need found and captured. The person that caused Connors all the trouble he had gone through. His name is Peter Parker and he has something that I need." Norman said as toothy grin covered his face.

* * *

**20 Minutes Later, Queens**

Peter shot his web from one house to the next and landed on the side of his own house. He had made it just in time to get into his room. There had been only one red and navy blue wetsuit in the store and it just happened to be in Peter's size. He was ready to fist pump at the amazing amount of luck he was having lately. Healing faster than expected. Web swinging. Getting his new suit. Everything was definitely going his way...

"Peter...is that you?" Peter's heart jumped as he slowly turned his head down to the ground. He had completely forgotten about the street lights. He had forgotten that almost nowhere in his neighborhood was dark at night. He looked towards the ground and his eyes widened in shock.

"M-Mary Jane?"


	9. The Predator and The Hunter Part 4

**A/N: Hello, readers! Well, guess what? Volume One of Spider-Man Rebirth is coming to a close. But be not afraid, my friends! Volume 2 is already in the works as we speak! This has been a great ride and I've enjoyed the support I've received. I hope that you enjoy these last few installments that are to come and that you stay tuned for the next chapter in the life of Peter Parker in the Marvel Rebirth universe! Please review!**

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Peter stared down at MJ, his eyes widened with complete shock. In his bliss over his abilities, he had recklessly exposed himself completely. Anyone could have saw him leaping from building to building with all the lights on outside. But it was strange that Mary was outside in the first place. Peter still was latched to the wall, the microscopic but super sharp barbs on his fingers hooking him and supporting his weight.

"How much did you see?" Peter asked. MJ shook her head and pointed down the street.

"I-I saw somebody jumping from building to building and thought it was some crazy person running and doing parkour." she said. Peter's face was still straight as he was shocked from it all.

"So, you came outside to investigate?" he asked. MJ quickly shook her head.

"No." she said.

"Then why were you out this late? It may be just Queens, but there are crazies out here." Peter warned. MJ waved away his comment.

"Peter, I only live ten feet away." she said as she shook her, laughing softly. She then folded her arms as she looked up towards him. "I was coming over to...talk. You know...about the kiss." she said, lowering her voice. Peter's face became even more twisted with shock. She had come out to talk about what had happened last night. Peter blushed.

"You wanted to talk about that?" he asked. Mary nodded but then threw up her hands.

"Yeah, but that was before I saw you hopping from buildings and then crawling up the side like your a spid..." she said as she stopped. She gasped and almost laughed at the same time. "Oh my God...you're The Spider-Man?" she asked. Peter's heart rushed quickly. How could she have guessed it, even after seeing him crawling up the wall and jumping around. He hadn't done that on his first crime fight expedition.

"N-no." Peter said. He shook his head, realizing that his attempts to cover himself were futile. He couldn't lie to her. Peter jumped down from the wall and walked over to MJ and tucked his free hand in his pocket, holding the bag with his newly acquired wetsuit tightly. He looked into Mary's eyes and sighed. "I am. I'm Spider-Man." he said. MJ nodded and then shook her head.

"But how? You couldn't even run a full lap around the gym. You couldn't (wouldn't) stand up to Flash when he threatened you. Were you hiding that the entire time?" she asked. Peter shrugged defensively.

"No, I-I don't really know, ok? I don't what happened to me. After the accident that killed Uncle Ben, I just felt stronger, faster, like I was some kind of superhuman. Then later I discovered that I had these additional powers when I went to stop a robbery at a jewelry store." Peter said. MJ nodded.

"Which would make sense since you right across from it." MJ said. Peter raised an eyebrow.

"How did you know?" he asked.

"Flash's friends aren't exactly the most discreet people." MJ said with a small laugh. Peter nodded. MJ's face then frowned slightly.

"Peter...do you think that maybe...you're a mutant?" she whispered. Peter stepped back slightly and shook his head.

"Of course not...I mean wouldn't there be some other sign?" Peter asked. MJ shrugged.

"Like what?" MJ asked. Peter shook his head.

"I don't know. But I'm not a mutant." he said. MJ folded her arms and nodded. Peter sighed. He wasn't even entirely sure if what he said was in fact the truth. But he knew that being a mutant would sink his popularity far below what it already was. He trusted MJ but not with that kind of information.

"Well, I guess it doesn't matter." Mary replied. "At least you're trying to help people. Not alot of people are out doing that, y'know." Peter nodded. He looked down at his watch and gasped. He had only a few more minutes.

"Yeah...well, can we please talk about this later? Aunt Mae's due to call me for something in a few minutes if my memory serves me correctly." Peter said. MJ rolled her eyes and laughed. Peter stayed at her confused. "What?" he asked. Mary smiled and looked up at him.

"You're such a nerd...but I love that you're yourself." she said as she smiled. Even under the less than flattering streetlights that illuminated the neighborhood, Mary Jane was the most beautiful thing he had ever seen. Even after kissing her-getting kissed _by _her- he was still a nervous wreck.

"T-thanks, MJ." Peter said as he leapt upwards and scaled the wall quickly. He entered his room and watched Mary walk over to her house. He sighed and smiled as he dropped his suit on the floor and fell on his bed. He had told Mary Jane something that he had been subconsciously trying to guard as a secret. He was sure that New York needed another hero. He remembered how safe the city was over the summer when the masked mutants who called themselves the "X-Men" first appeared on the scene and went on a crime prevention tour. It was the one time that Peter could remember that people weren't afraid of mutants and actually considered them to be helpful to humanity. However, it only takes a crazed genocidal maniac with a purple and burgundy helmet and crazy magnetic powers to change that.

"Peter! Could you get me a glass of water, sweetie?" Aunt Mae called from her room. Peter smiled.

"Yes ma'am! I'll get right on it." he replied. Peter opened his room door and jumped down the steps with ease, barely making a sound as he landed. He flicked the tap on and webbed a glass out of the cabinet and filled the cup with some water and turned it off. Leaping up the steps, Peter balanced the water glass and smiled. Chores would actually be easier. He knocked on his aunt's door and he heard her rise from her bed. The door slowly creaked open and Mae's bespectacled face appeared behind the door. She smiled and took the glass.

"You get some rest, Peter. Tomorrow, you go back to school and I want you nice and alert, alright?" she said. Peter nodded.

"Yes, ma'am." he replied.

**Next Morning, Midtown High School**

"Mr. Parker!" a commanding voice shouted as a book slammed against Peter's desk. The noise and the vibrations caused Peter's eyes widened as he woke. He gripped his desk tightly and he hyperventilated for a few seconds. Peter looked around the classroom as everybody stared at him and he slowly calmed down, his heart rate dropping several notches. His teacher loomed over him, his face twisted in a scowl. "Mr. Parker, I don't give a flying fig newton if you are Midtown's top intellectual mind. If you do not pay attention and SLEEP in my classroom, you will fail just like any other degenerate, are we clear?" the man said. Peter yawned involuntarily and nodded sleepily.

"Yeah...yeah." he said he trailed off. His teacher tapped the black board with his yardstick. "Mr. Parker, explain biochemistry." the teacher said as he sat on his desk. Peter scratched his head and MJ looked over at him and then raised her hand.

"Uh, isn't that a little ahead of us?" she asked. The teacher looked over at her and twisted his face.

"I was talking to Mr. Parker, Ms. Watson. Perhaps at another time, YOU can say something in this class." MJ sat back in her chair and Peter turned to her and smiled, attempting to cheer her up. MJ shook her head.

"Ignorant piece of shit." she mumbled softly. Peter laughed softly but the blackboard was tapped again.

"Mr. Parker! Biochemistry. Explain." he said. Peter sighed.

"Biochemistry, sometimes called biological chemistry, is the study of chemicalprocesses in living organisms, including, but not limited to, living matter. Biochemistry governs all living organisms and living processes. By controlling information flow through biochemical signalling and the flow of chemical energy through metabolism, biochemical processes give rise to the incredible complexity of life. Much of biochemistry deals with the structures and functions of cellular components such as proteins, carbohydrates, lipids, nucleic acids and other bio-molecules although increasingly processes rather than individual molecules are the main focus." Peter said in a single breath. His teacher stared at him, his own pride keeping his mouth from falling completely off its hinges. Peter looked around. The only person not staring at him like he was some sort of alien was Mary Jane. "What?" he asked.

His teacher cleared his throat and stammered a bit as he tried to find something to say. Thankfully, for his sake the bell rung, signalling the transition to the next period. The students hurriedly gathered their belongs and stampeded out of the classroom. Peter and MJ walked beside each other down the hallway. MJ held her books close to her chest, causing her breasts to push up slightly and Peter took notice. He looked away quickly and sighed. _Damn teenage hormones._ he thought.

"So why were you asleep in class, young man?" MJ asked. Peter chuckled softly.

"You sound like my aunt." he said. MJ smiled.

"Well somebody has to parent you in this place." she said. She stopped at her locker and opened it and exchanged her Chemistry books for her US history. "But, seriously...why were you asleep in class? It wasn't that late when we stopped talking and you went into the house." MJ asked. Peter moved next to MJ and raised her shirt. She gasped softly and Peter smiled. "Is that..."

"Yeah, I worked on it all night." Peter said as he pulled down his shirt, thankful that nobody else could see what he had just shown MJ behind the cover of her locker. MJ folded her arms.

"I'm impressed. It looks good. I actually believe you're Spi..." Peter covered MJ's mouth and pushed her softly against the locker. Beneath his hand, Peter could hear her mumbling something and he removed it. MJ wiped her mouth and sighed. "Jesus, Peter. You smeared my lip gloss." she said as she shook her head. Peter rolled his eyes. She was such a beauty queen. After MJ had finished applying her lip gloss, more than she had previously had, she turned to Peter and frowned. "What the hell was that all about?" she asked.

"You can't say that out loud?" Peter said.

"Say what?"

"You know..." Peter said softly. "That I'm Spider-Man." This time, Mary Jane rolled her eyes.

"Please, Peter. Nobody in this school even knows who or what 'Spider-Man' is. You think anyone our age with any kind of social life actually watches the news?" Mary Jane asked. Peter was about to object and say that he did but then he remembered that she said someone with a social life and withdrew himself from arguing. It came to him as a shock. No one knew who Spider-Man was? It was like his actual life. No one knew who he was and no one knew who his heroic alter-ego was either. It kinda sunk Peter's ship and he audibly sighed. MJ saw this and touched Peter's cheek softly. Her touch caused Peter's heart to race and he looked down into her eyes and was immediately stricken with a mixture of fear and relief.

"MJ..." Peter said softly. MJ smiled.

"Peter...we need to talk." she said softly. Peter gulped and then nodded.

"Yeah...we do. There's something that I need to tell you." MJ smiled and looked up at Peter.

"And what's that?" she asked. Peter took a deep breath and then exhaled as he readied himself to answer her question. He was trying so hard to calm himself down. The tension was mounting, at least to him. Finally, he gained the strength to open his mouth.

"I-I..." he said. Peter's head vibrated and his senses were immediately put on full alert. He grabbed MJ and threw her down as the windows were burst and shattered glass splattered all over the floor. The shocked Midtown students stared like sheep before the slaughter as the large gaping holes in the school windows exposed them. Peter gazed across the street, staring a few hundred feet away. He gasped. There were men that had surrounded the school and they looked just like the men that had attacked his Uncle's truck. Peter stared down at MJ, who had her head buried inside his chest. Peter looked at the men and gulped. Anytime soon, they would simply start looking for him and attempt to shoot him from afar.

However, nothing happened...except white gas started to spread through the halls. The vapor slithered its way through every corner of the school. Students and teachers alike simply dropped to the ground. Peter looked down at MJ and started to shake her. To his dismay, she was knocked out as well. In fact, as Peter looked around, he was the only one that hadn't succumb to the effects of the vapor. Perhaps his powers had built up his physical attributes so much that he was resistant to whatever this knockout gas was and if these men had just shot knockout gas into a public school, they did so for a reason...they knew that he was there and that he would be the only one standing. Peter left MJ lying in front of her locker and dropped to the ground.

He frantically began to search for the nearest exit, crawling up and down the hallway. He looked left and right as he moved and groaned in frustration. This low to the ground, the school seemed like a maze. Peter now knew how some of the resident insects felt. Peter continued to look around and finally stopped. Why was he trying to run away? Peter shook his head. He was freaking Spider-Man for God's sake. Peter rose to his feet and sprinted to the nearest bathroom. In seconds, he had stripped off his clothes and smiled as he looked down at his newly designed Spider-Man suit. As he pulled his mask over his face, a look of determination crossed his face. People were going to know who he was after today. He was going to make sure of that.

* * *

**Rooftop, Three Blocks Away**

Sergei stood over one of Osborn's black-suited private soldiers and looked down at the school. The perimeter gas bombing of the school was successful however, the gas had been much too thick. Even Sergei's hawk-like eyes couldn't peer through the smoke. However, he knew for sure that the Parker child was inside the building. If Osborn's information on the limits of the Super-Soldier Serum were correct, he would be the only person standing.

"There is too much damn smoke." Sergei grunted softly. He paced back and forth and growled. Osborn's assignment would be harder than he had initially anticipated. The soldier's radio began to buzz loudly and the soldier quickly grabbed.

"What the fuck...what? Stop screaming! What the hell is going on?" the soldier said. Sergei looked down worried.

"What is the problem?" he said.

"The eastern fireteam has encountered some...difficulties."

"What difficulties?" Sergei growled.

"They say it's some guy in red and blue...and he just took out the northern fireteam and he's coming their way."

**Across The Street**

Tranquilizer darts were fired at Spider-Man and he dodged them with relative ease as he utilized his acrobatics to leap over the heads of his attackers. The red and blue blur ducked under the butt of the rifle and rocketed up towards the soldier fist first and hit him with an uppercut. Spider-Man webbed the next man and pulled him over towards him and clotheslined him. After breaking out of the back door of the school, Peter quickly scaled the side of a building and made his way towards the men that had gassed his school. He had been cruising through these men easily, knocking them unconscious with a single well-placed hit. Experience had taught him to pull his punches and he could now do so without losing his momentum. He was getting into the rhythm of the hero business.

Spider-Man had just cleared out his third rooftop and was now on his way to the last. He could make out two figures, a man with a gun like the last few and another man, dressed in a brown leather vest, black tights and brown and black boots. Spider-Man narrowed his eyes. He looked like the leader of this entire operation and if so, he needed to be taken out last so there'd be no distractions. Spider-Man shot his web into the gunman's face and pulled him towards the sole of his foot. Spider-Man felt the stiffness of the man's jaw hit his foot and watched as descended towards the ground. Quickly, the young hero webbed the man's feet and placed them against the security of the wall. The gunman dangled helpless and unconscious. With him out of the way, Peter then turned to the last man standing.

"Who...are you?" the man asked, his heavy Russian accent overshadowing his words.

"The name's Spider-Man. You may or may not have heard of me. If you watch the news as much as you work on your muscles, I'm sure you have." Spidey said. The Russian stared down at Peter and growled.

"What are you doing here?"

"I could and probably should ask you the same question. You're the guy with a private squad of mercenaries with tranquilizer guns and gas grenades shooting up a school. What are you doing here?"

"It is none of your concern."

"Oh, I think it is. For all I know you could be trying to kidnap a teenage boy and take him away to your homoerotic cult in the tunnels of the city." Spider-Man said as he looked the Russian up and down. "And from the looks of your clothes, I'd said I'm pretty close to the truth." The Russian growled again.

"I am not...the gay. I am Sergei Kravinoff, the world's greatest hunter and tracker."

"Oh crap. My bad...you're just another of those Steve Irwin wannabes." Spider-Man said. Sergei growled and swung at Spidey with a clumsy and half-hearted blow. Spider-Man barely tilted his head backwards to avoid the blow. Sergei looked at him and smirked. Spider-Man stared back at him. "And you're smirking because?"

"Because you are skilled...at least skilled enough to know that I wasn't trying to hurt you." Sergei replied. He then swung at Spider-Man faster. Spidey's head vibrated and he jumped backwards to avoid the Russian's blow. Spidey narrowed his eyes and lowered his stance. The man was faster and possibly much stronger than he gave him credit for. If he thought this would be an easy fight, he was mistaken. After his fight with the Lizard creature, he was going to make sure that he didn't underestimate his opponent. The two circled each other for a while until finally, Spider-Man jumped forward with a spinning kick.

Sergei grabbed his leg and spun him around. Spidey shot his free foot forward and kicked Sergei in the forehead several times, causing the Russian to loosen his grip. Spider-Man wiggled free and flipped backwards, landing square on his feet. He then leapt forward and swung a right hook. Sergei through up his arm, blocking his punch with his forearm and throwing his head forward, headbutting Spidey and sending him falling backwards. Spidey shook his head and frowned. The Russian cackled and balled up his fist.

"For such a scrawny little man, you are quite strong, but I do not have time to play games with you." Sergei said. Spidey crouched and stared at Sergei. Trying to get any shred of information from this man by asking hadn't got him anywhere. Whoever he was working for, he wasn't about to simply just tell him. Besides that, it seemed that even from their brief scuffle that he was going to have a hard time beating the man in combat simply because he was so skilled. It was like he had spent his entire life fighting. It was somewhat daunting and highly frustrating. Fighting someone who was possibly on equal ground simply because of experience and may even be superior because of it was something that Peter had never contemplated. He was somewhat praying that perhaps something would happen that would help him. Only, he hadn't contemplated it being something that could also hurt him. Really hurt him.

Peter heard a loud roar fastly approaching his position and he turned to his right and his eyes widened and his mouth dropped. Flying towards them, its jaws dripping with its venomous saliva and its hooked claws glinting in the sunlight, was the Lizard. The Russian's face twisted in fear.

"_Der'mo...Konnors sbezhal_." Sergei whispered. Spider-Man turned to Sergei.

"What?"

"Connors...he's escaped." Sergei said quickly. The Lizard crashed into both Spider-Man and Sergei, digging its claws into the bodies and flying downward. As Peter struggled to get loose from the creature's grip, he noticed their direction. They were heading straight into the brick side of the school building.

_This...this is going to hurt..._ The three crashed through the side of the building and barreled through a classroom and skidded to a halt inside the gymnasium. Spidey shook his head clear as he rose to his feet, his vision slightly blurred from the pain. Sergei still laid still and the Lizard creature was beginning to rise to its feet as well. Its jaws were open before its feet managed to balance out his massive body. Spider-Man instantly noticed something was definitely off about the creature. Not only was the creature larger- standing sixteen feet tall compared to twelve- it also had enlarged fangs and the vertebrae in its spine protruded from its back. Thankfully, the Midtown gym had been expanded to accommodate larger crowds. Spidey could only stare in awe as the monster approached him, towering over his minuscule figure, growling softly and almost completely blocking the other side of the gym.

Peter gulped and tried as hard as he could to keep his bladder from collapsing, releasing every bodily fluid that was held inside his body. The monstrosity groaned as it swung its tail around. It opened its mouth and roared directly into Peter's face. The rotten flesh and bacterial saliva smell pierced even the fabric of his new costume and he gagged on it. The Lizard roared again and raised its enormous and clawed hand and prepared to send it down on top of Spidey. The spider themed hero shivered as his heart began to ascend into his throat.

"I am so scared...I can't even make a lame Godzilla joke."


	10. The Predator and The Hunter Finale

**Osborn Industries, Research and Development Private Lab**

The first image that flashed in front of Norman Osborn's face was the ripped and grotesque face of one of his dead guard.

"Fuck!" Osborn yelled as he scurried backwards. His hands touched more liquid and as he raised his gyrating hand to his face slowly, he shivered. It was blood. Norman then looked around the room and almost threw up. There were limbs and intestines splattered all over the room, blood changed the room from a heavenly white to a devilish crimson and Norman looked around the room as the nightmarish images of what had happened flashed in his head.

* * *

**Thirty Minutes Earlier...**

The unconscious body of Curt Connors was carefully wheeled into Norman Osborn's private lab. After a few hours of worrying, Norman finally had Connors back into his possession, this time in human form. Now curing -or at least stabilizing- Connors transformations was the primary concern. This would require much more than simply brainpower. The situation only days earlier had proven that to him. Brainpower created ideas and monsters, but science was the cure. Osborn had analyzed nearly every strand of DNA in Connors' body, attempting to modify the Lizard strands to a less extreme degree. As far as he had seen in computer simulations, modifying Connors' DNA could kill him. However, Norman would rather have that than everyone in his facility dead.

"Do want to start looking over Connors' ribonucleic acid strand, Norman?" a scientist called. Osborn turned and waved the papers over towards him. As he started to read, his eyes widened.

"Of course. RNA. It communicates responses to cellular signals. If we can go deep enough, we can change the Lizard transformation completely. We can cure him." _Or use his stabilized state as a weapon..._ Osborn said with a smile.

"What if I don't want to be cured?" Osborn looked down and saw the bruised face of Connors. His eyes were a dark crimson, with golden yellow circles around his pupils. Norman gasped. The mutation was spreading and taking over.

"What do you mean 'what if I don't want to be cured'?" Osborn asked, letting the shock of his discovery be buried by the bravado in his voice. "We can help you. Return you back to your normal life. I can change the structure of the serum in your RNA so that when it catalyzes the bio..."

Connors slammed the table with his fist and growled, his enlarged and fang-like canines showing in his snarl. "Shut up with all that science bullshit! I have my arm back! That's all I want! Don't go probing in my body! Don't change my molecules around! LEAVE ME THE **HELL** ALONE!" Connors shouted as he began to get worked up. The heart monitor began to beep faster and louder and Osborn shook his head.

"Calm down, Connors. It's not as serious as your..."

"YES IT IS! YOU TURNED ME INTO A** FUCKING MONSTER**! IF I GET CURED, IT'LL BE BY SOMEONE I CAN TRUST!" Connors yelled, crazily. Osborn looked down at the man and sighed. He had no choose. He had to administer a sedative.

"Someone get me a sedative." Osborn said as he placed his hands on Connors. Osborn felt his rough, scaly skin and shuddered slightly. Connors shook Osborn's hand off and stared up at him.

"NO! NO MORE! NO MOOOOOORE!" Connors yelled as he leapt off of the table and grabbed Osborn. Instinctively, Norman punched Connors, however the former soldier took the blow without so much as wincing. He simply stared coldly into his eyes, his reptilian gaze causing chills to run up Osborn's spine. When Connors curled his lip back into a snarl, he saw his sharpened teeth. Connors was changing. He was transforming. However, this time, things were very different. Connors' spine ridges began to grow as they protruded out of his back, becoming tall spinal ridges. Immediately, his muscles began to ripple as well as he grew larger and more reptilian than before.

"Lock down the facility! NOW!" Norman yelled. His workers didn't move. They stayed in place, shocked at what they were seeing. Norman couldn't help but share in their fear. Connors was growing even larger than what he was before and his appearance was even more primal then before. But why? How was this happening? As Connors continued to transform, spouting his tail that whipped across the room, destroying several technical units and knocking down three men, Osborn came to a conclusion. From what he understood, the Super Soldier Serum responded to adrenaline. Since he had used that as the basis for his Lizard formula, it had reacted to Connors growing stress levels, causing the primordial Lizard side of the formula to take control and mutilate his body even further. Osborn had successfully reversed evolution entirely, however it couldn't have come at a worse time.

Connors looked over the men in the room and Norman suddenly felt small and helpless. Connors flexed his long and hooked claws and his wet, salivating jaws stretched open as he gazed over the lab assistants. This time, Osborn had no where to run. He had absolutely no way out.

* * *

**Osborn Industries, Research and Development Private Lab**

Osborn sat still in the pool of blood around him as the images of what happened next replayed in his mind in short spurts. The horrifying yells of the men as they were simultaneously grasped in the jaws of Connors and torn to pieces and some eaten. The way that Connors roared like the beast he was. Norman remembered himself being swiped by Connors' meathooks and thrown against the ceiling and crashing to the ground. He should have been dead...but he wasn't. Even in the midst of all the death, blood, and violence, a smile crept across Norman Osborn's face. If he had survived all that he had gone through and had absolutely no scars left on him...then that meant _it _had worked.

**Midtown High School, Gymnasium**

_Crap. Crap. Crap. Crap. _Spider-Man thought as he swung around the rafters of the gym, having barely escaped the claws and jaws of the massive Lizard. He had spent the last few minutes circling the animal's upper body on his weblines, dodging and jumping over his strikes. The creature was clearly becoming frustrated with him as he was fast moving target. Spidey flew up into the air, spinning into a cartwheel and landed on a thin metal bar above the creature that simply roared in annoyance as it looked like it was attempting to climb up the side of the gym. Spider-Man wasn't nearly as concerned with where the creature came from as he was with how to stop it.

It was fifteen feet tall and about twenty-five to thirty feet long. It was half the size of the Midtown gym, but maneuvering around the comparatively narrow space between the two bleachers was hard for a creature its size. Peter wagered that it was around three tons or a little more, considering how thin it was compared to a dinosaur of similar size and how easily it was able to almost slither around. Peter had never tested his bench pressing strength so he wasn't entirely sure if his swiftly thought up plan would even work, however, he knew it was of the up most importance that he remove the Lizard from inside the school to outside, possibly on the football field so he could see what he could do.

Spider-Man swung down from the rafters, blasting the Lizard's skin with a thick coating of webbing. The irritated creature snapped its jaws quickly, trying to catch Spidey in his jaws. Spider-Man launched himself off the top jaw of the Lizard and rocketed downwards towards the animal's feet. The Lizard sent its feet crashing down next to Spidey. Peter dodged in between the animal's feet, spinning webs and entangling the beast's feet. Spider-Man flipped up into the air and landed into the wall at eye level to the Lizard.

The Lizard's beady red and amber eyes stared deep into Spidey's glass openings, gazing into his own light brown eyes. They shifted back and forth as they examined him, almost with a distinct human-like intelligence. Spidey could almost sense that there was something deeper inside him, a human side. A human side, fighting to gain ground against the prehistoric instincts that were currently overriding his sense of human reason. Spider-Man was mesmerized for a mere few seconds before he finally dropped to the ground. He then ran around, grabbing the loose strand of the webbing that lightly wrapped around the reptilian's legs.

_Hmmm, hopefully this plan works. If not..._ Spidey thought as he pulled the loose strand with as much force as he could muster. Within seconds, the massive creature was falling to the ground. _Here's go nothing! _Spider-Man thought as he held up his arms as the creature descended towards him. The next thing he felt was three tons crashing down on top of him. However, to his surprise, he held the creature up with almost no trouble. His muscles barely tensed up as he supported the weight of the wiggling and squirming Lizard. Phase One was finished. He had successfully picked up the Lizard. The next part would be tricky...and would probably cost the school thousands of dollars.

**Midtown High School, Hallway**

Mary Jane's body felt the shockwave before she was even conscious. When she felt it, however, it did jolt her enough to pry her from her sporadic fall into sleep. Everyone else around her seemed to have fallen to sleep as well and after the impact they were all waking up. MJ looked around quickly, searching for Peter who had been in front of her face before she lost consciousness. Where was he? Multiple pitched groans and grumbles were heard throughout the hallway as the Midtown students and teachers rose to their feet, dazed and confused. Much to her chagrin, Mary Jane spotted the Gossip Girl herself, Liz Allen. She brushed her bouncy auburn locks from in front of her face and the first words to come out of her mouth were the most annoying.

"Oh my God! I was on the floor! No, not in these clothes!" she cried, like the drama queen she was. She always acted as if her needs outweighed the needs of everyone else in the school and treated everyone else like they were lower class. MJ hated uppity people of all kinds, especially girls. After Liz had announced her disgust at being on the floor of a public school, the students of Midtown began to look around and ask some of the same questions.

"What happened?"

"Why am I on the floor?"

"Is school over?"

Mary could only focus on one thing. Peter. He wasn't anywhere near her and that made her worried, even more so when she heard the echoing roars and grunts that were coming from outside. At first, she thought it was odd that she could hear sounds coming from the other side of the school. When she finally stood up and caught her breath, she made her way down the hallway to discover why. MJ's eyes widened and she gasped softly, her frozen position catching the attention of everyone else in the hall as they all gathered around her.

"Holy shit..." one boy said.

"The hell happened?"

MJ thought all of those things, but her fear was overridden by her curiosity and she began to walk down the fifteen foot hole in the middle of the school that had broken through several classrooms and a few other hallways. At the end of this tunnel, Mary Jane could see a larger whole and an open green scene. A red and blue figure leapt back forth and MJ saw a large reptilian tale swing after it. Her heart began to race as she quickened her pace down the tunnel until finally she made it outside. The rest of her schoolmates followed her and stopped when she did. MJ stared frozen as she finally made out who the red and blue figure was. It was Peter...and he was fighting a giant Lizard.

**Midtown High School, Midtown Marauders Field**

Spider-Man barely noticed that his classmates had all woken up and had made their way outside to watch his fight, but when he did notice, he truly realized the stakes. There were innocent people in the immediate vicinity, some of them were idiots who instead of turning and running, pulled out their cellphones and began to record. _Dammit!_ he thought as he blasted the roof of the Lizard's gaping mouth with webbing, causing the creature to gag. With his enemy momentarily dazed, Spidey turned to the gathering teenagers.

"Why're standing there recording? Get the hell out of here!" he said as he leapt upwards towards the Lizard, firing a webline into its eyes and pulling himself forward, sending his feet into the creature's eye. He didn't think his plan through enough. He hadn't counted on his idiotic schoolmates waking up from the sedative so quickly. He didn't think about the kids walking through the hole that he had made when he had tossed the Lizard through the side of the gym. And speaking of the sedative, what had happened to Sergei? Had he been killed when the Lizard barreled through the school? Whatever the case, he was a secondary concern. The main one was the fifteen foot raging reptile and the hundreds of his idiot peers that could possibly be injured or killed.

Spidey couldn't move them without risking the Lizard gaining an upper hand. So, fighting him and ending the battle quickly was his only option. Spider-Man jumped onto the roof of the school and rebounded of the sides towards the Lizard, leading with his fists. He connected with several quick shots and only barely ducked under a defensive reaction from the creature. Spider-Man landed on the ground and circled around the Lizard, turning him away from the bystanders. During their last fight, The Lizard was faster and stronger than he was but now he was slower and appeared to weakening. Not only that, but it even looked like he was growing smaller, back to his normal size.

But why? Why the sudden change? Peter thought back on multiple documentaries he had watched on animals before on Nat Geo Wild and Animal Planet (before it became a reality show about people with animals). He remembered how when lizards exerted themselves too much, they grew sluggish and could even die from overexertion. If whatever mutilated this thing's DNA had made it a true Lizard, then maybe that was the case. It was growing tired. Whatever adrenal rush it had before was being replaced by fatigue and as it grew more tired, it lost the size and additional bony spikes it had before. It was reverting back to its normal form.

This meant that he was winning. The thought of his success caused him to momentarily lose focus and the Lizard took instant advantage. Pouncing forward, it jumped on top of Spider-Man, clawing at him and snapping his jaws. Images of their last encounter flashed in Spidey's head, however he had learned from his past mistakes and the Lizard was weak. Holding up the creature's head, Spidey swung multiple punches into the creature's neck as hard as he could. He heard a raspy gasp followed by wheezing, indicating he had definitely hit a soft spot.

Gagging as it was thrown off, the Lizard fell flat on its stomach, it's bacterial and corrosive saliva spilling out of its mouth. Spider-Man stared the still shrinking creature down and waited. Its actions were becoming far more anthropomorphic. It grasped at its throat with his hands, wrapping his fingers around it. Its cough was becoming less of a hiss and more like an actual cough. Its tail was becoming increasingly shorter and his scaly skin changed to a pale white. The long snout retreated and serrated teeth began to fall from its mouth as his jaw noisily shrank. Blonde hair sprouted on the man's head and he laid, naked in front of Spidey. He didn't look at his body at all. His face was the thing that really fixated him. It was one of the men that had rammed his uncle's truck...and killed him. Like some inhuman, demonic force, anger overtook Peter and he lifted the man to his feet, tears flowing under his mask.

"You...you killed him." he said, his rage making his voice only audible to himself and the man, who began to stir after hearing the voice.

"What're...you talking about?" the man asked.

"My uncle. You killed him. You rammed his truck. You tried to kill me too!" Peter said progressively getting louder. The man stared at him blankly. Then a smirk crossed his face.

"P.P." he said softly. The man began to move his hands towards Peter's face and Peter balled up his fist and was ready to swing it full-force into the face of this murderer. This animal.

"Whoa, whoa, whoa, son." a man yelled from across the field. Peter turned and saw a large group of police officers running over to them. Some of the high schoolers instinctively began to shift uneasily. Police often meant getting booked. Spider-Man stayed still as the officers ran forward. The lead officer, the one who had called out to them, was a tall, bald, black man with an eye patch. He stared at Spider-Man for a few seconds and seemed to mouth something to himself. He then spoke. "It's okay, son. He's down. We've got him." he said.

"No. You don't know what you're dealing with. He'll change back. He'll..." Spider-Man said.

"Trust me. We've got him...but I'm going to need you to come with us." the officer said.

"What? Why?" Spidey asked, as his heart started to pound in his chest. The fight with the Lizard had tired him and his body was aching. He didn't feel like running away, much less swinging. But, he wasn't going to risk his identity being found out.

"We're just going to ask you a few questions. Don't worry. It'll be off record." the officer replied. Spidey shook his head and narrowed his eyes.

"Can I see a badge?" The man scoffed and smiled and opened up his trench coat. An NYPD badge glinted in the sunlight. The badge did look legit enough. But, Peter still didn't trust these guys at all. Spidey briefly looked over his shoulder at Mary Jane, who stood at the edge of the crowd with worry written on her face. She didn't seem to trust these guys either. But, he didn't have a choice. Resisting arrest certainly wouldn't look good on his superhero resume. "Alright, I'm coming." he said finally. Fury nodded and waved for his guys to take the blonde man. They picked him up and placed handcuffs on him, followed by what appeared to be...invisible shackles? Peter's sensitive eyes could see the rippling outline of the second set of restraints being placed on the man. What was this? Who were these people?

Suddenly, Peter remembered. The Russian that had gassed his school. Where was he?

"Wait. There was a guy...Sergei..."

"I've got it covered." the man replied simply.

"What? How did you..."

"My best guy's on it." Spidey shook his head.

"I hope he's one hell of a cop. That Russian guy's like some kind of Spetsnaz or something." he said. To his surprise, the man only smiled.

"Don't worry. Catching him will be as easy as stepping out of bed." The man said as he opened the door of the police car. Spidey shrugged and entered.

**Manhattan, Several blocks from Osborn Industries**

Sergei Kravinoff couldn't believe his fortune. He had escaped with both his life and his freedom. He had been conscious enough to watch the fight between this Spider-Man and Connors at least until all the teenagers blocked his view. The arachnid themed "hero" was quite impressive. He had managed to take down Connors without much trouble, despite the creature being many times larger than him. As much as he admired his actions, Sergei wasn't ready to get arrested by the American authorities. Between assaulting a high school and doing Norman Osborn's black operations, he was sure that they would find some way of putting him in prison. But, he had known better. He had left the scene as soon as he saw the police officers massing. He was home free. The last thing he needed to retrieve was his limousine and his woman. The next stop would be the airport and...

The impact hit Kravinoff like a ton of bricks. His trajectory ruined, his balance off, he flew face first into the concrete top of the skyscraper. Sergei rose to his feet in an instant and drew his kopis daggers, expecting the wretched and irritating Spider-Man to be on his heels. But, he wasn't there. Instead, there stood a blonde man, tall and firmly muscled with a young but hardened face. He wore a black leather jacket that covered a dark blue uniform with a large white star on the center of his chest and a red and white streak, similar to the American flag. In his right hand, there was a large circular red, white, and blue disk, resembling a shield. The sight took Sergei by surprise and he almost laughed.

"And who are you supposed to be, _mudak_?" Sergei asked, almost cackling. The man stood in front of him, motionless. The stoic expression on his face didn't leave or shift in the slightest. When he finally did move, he placed his shield on his back and shook his head. Sergei then frowned. "Why do you shake your head, _Amerikanskaya musor_?"

"Because..." the man said. In an instant, he rushed forward. Sergei felt, rather then saw, two hit land on his body. A punch landed on the bridge of his nose, causing a sickening crack to ring in his ears. Blood gushed out of his broken nose and before the pain could even register, he felt an elbow hit him directly under his jawline. The impact caused him to fall slowly to the ground, like gravity had momentarily been turned off. After Sergei had fell and before he lost consciousness, he heard the man finish his sentence. "I can't believe Fury needed _me _to take you down."

**Police Car, Queens-Midtown Expressway**

_Ok, now this is freaking weird. _Peter thought as he sat beside the head officer and stared outside of the window. They had been driving for a while and he had expected to see the police station about fifteen minutes ago. However, they had only stopped at red lights. Peter was growing increasingly uncomfortable, both emotionally and physically. He was sure that his wetsuit was not really designed for sitting the entire day. The head officer hadn't said a word to him. He only stared forward. He had talked, however, when he answered his bluetooth, but otherwise, he had said nothing. Peter was done. If the man didn't give him a decent reason for them still riding around instead of reaching a police station, then he would bust out of the car and swing home.

"Look, I don't know who you are, but I know that there are at least 76 precincts in New York City. We haven't stopped anywhere. Who are you and what do you want?" Peter said. The man smiled and laughed.

"Smart kid. Thought it would've registered sooner though, but you are your father's son." he said. Peter frowned.

"You don't know anything about me." he said. The man smiled.

"Oh, to the contrary, Peter Benjamin Parker, blood type B, African-American, male age sixteen, born September 26, 1994 in New York Presbyterian Hospital as a premature baby, mother died giving birth to you, father dropped off the grid, presumed dead. You live with Mae Reilly-Parker in Forest Hills, Queens and you are a sophomore in Midtown High School, currently performing 'extracurricular activities' as the Spider-Man. Need I go on? I can tell you all of your transcripts since preschool." the man said. Peter stared at him, his shock hidden by his mask, which suddenly he felt wasn't needed.

"B-but...h-how...Christ, who are you, really?" he asked. The man leaned forward and looked Peter square in the eyes.

"My name is Nicholas Fury. I am the Director of the Strategic Homeland Intervention, Enforcement, and Logistics Division, a close friend of Richard Parker...and you're godfather."


	11. The Truth

**A/N: Hello! This has been a very fulfilling and fantastic ride. First time in a while that I've actually finished a story lol. I've invested alot of thought and time into it and it is very big to me. It helped set the foundation of an entire Marvel Rebirth Universe and I'm very happy. This however, is only the beginning for Rebirth Peter Parker and his adventures as Spider-Man. There is another volume in the works that I promise will be different from this but still retain the tone that I've set up. If you are looking for more Marvel Rebirth stories, you can read X-Men Rebirth: The Dawning or Wolverine Rebirth: Origins and don't for to review and give me feedback. Thanks alot! Now without further ado, I present to the final chapter of Spider-Man Rebirth: Genesis entitled "The Truth"**

* * *

Peter stared at Nicholas Fury with a face that was doused with shock. His eyes were wide open and his mouth hang loosely on his jaw. The eye-patched S.H.I.E.L.D. Director looked back at Peter, his face still as stoic as ever. Peter took time to gulp and then looked up into his eye. "M-my godfather?" Peter asked, his words coming out almost in a slurred tone.

"That's right, kid. I'm your godfather. Now, before we get into anything, I need to tell..."

"Insane." Peter interjected as he shook his head. Fury sighed.

"What are you talking about?" he asked. Peter looked up, tears in his eyes. Fury's indifferent expression still held up even with Peter's fallen face in front of him.

"You say your my godfather right?" Peter asked. Fury nodded his head.

"Yes, we've clarified that." Fury responded. Peter chuckled, but his laugh was anything but happy. It was a frustrated laugh. He looked up at Fury and pointed at him before chuckling again. Peter sighed heavily and looked up at Fury.

"Let me ask you a question." Peter said. Fury raised his hand.

"I'll answer all your questions if you just let me t..."

"No!" Peter yelled out in anger. "No, because this needs to be answered now and I'm not sure that you even thought of this question yourself." Fury sat back in his seat and nodded his head. Before he could even give Peter a retort, Peter began to talk again. "What kind of 'godfather' decides not to show up to his godson's birthday parties for sixteen years? What kind of 'godfather' doesn't come to see his godson? What kind of godfather waits until his godson has a freaking fight with a fifteen foot tall reptile before he decides to introduce himself?" Peter shouted. Fury's face became slightly flustered. Peter's shoulders moved up and down as he panted in anger.

Fury nodded his head and rested it against his hand. "You done?" he asked. Peter stared at him. He couldn't believe the sarcasm in his voice. He had just poured out his pent up emotional grief to his supposed godfather and this prick...this bald-headed asshole asked him was he done?

"You know what? I am." Peter said as reached for the door handle. A shock traveled up his arm and hit his shoulder with sharp and irritating pain. Peter looked over at Fury who had a smug smirk on his face.

"I would've told you that the door handle had a electrostatic generator used to ensure that whoever I have in this vehicle cannot leave unless I'm ready for them to go and that the shock is power enough to paralyze whichever side of the body you happen to use to touch it, but you wanted to spill out all of your emotions like a PMS'ing woman." Fury said as he patted Peter's seat. "Will you let me talk now?" he asked. Peter weighed his options. He was confident that he was strong enough to break out of the car without being shocked but the prospect of having his entire body shut down by electricity wasn't too attractive. On the other hand, this man could have something valuable to say.

Reluctantly, Peter sat back down in his seat and nodded. "I'm listening." Nick Fury smiled and then his face turned very serious.

"Good. As you already know, I know who you are. I know that you're 'Spider-Man'." Fury said. "Does anyone else know that you're Spider-Man?"

Peter nodded slowly. "Yeah...my best friend Mary caught me climbing the side of my house." Fury smiled. "Good, let's make sure to keep it that way. Another question for you..do you know _how _you became the way you are?" Fury said.

"It started when my uncle's truck got hit by..."

Fury raised his hand. "No, no, no. You're way off, kiddo. How you became Spider-Man stretches much farther into the past then what happened a month ago. All of this started when you were still in your mother's womb." Fury said. Peter frowned.

"W-what do you mean? That I'm a mutant?" Peter asked. Fury chuckled softly.

"Calm down, kid. This isn't a mutant revelation." Fury responded. However, Peter only stared back at him. He didn't exactly answer his question. From his tone, Peter could tell that he was withholding something. But, he didn't want to call him on it.

"Than what am I?" Peter asked.

"You...you are your father's greatest creation as well as his mistake. You see, you were never meant to be who and what you are. You were supposed to grow up as a normal boy, oblivious to the life that your father led. A normal kid, living life happily with his happily married parents in a quaint little house in Queens. But, all of that changed in one supposedly freak 'accident'." Fury said. "You see, your mother was two months away from giving birth to you so for a relaxing little celebration, your father happened to take your mother to sit under the same tree that they first met under.

Around that time, your mother was bitten by a brown recluse spider, a dangerously venomous but usually peaceful little bastard. But this time, there seemed to be something off. This spider aggressively pursued your mother, however we believe that this creature was intended for your father. Instead, it bit the first person that it came in contact with which was your mother. The spider's venom effected your mother immediately and her blood stopped clotting properly. But here's the catcher; brown recluse spider venom takes at least four hours for any effects to show meaning this spider had been genetically altered to cause a faster reaction. We think that someone had planned to assassinate your father." Peter's eyes widened in shock.

"What? Wait, do you know who?" Peter asked. Nick Fury looked at Peter and then shook his head.

"No, we don't. We've been looking around for some links in evidence, perhaps trying to see if there is any patent on their genetic alterations, but no luck as of yet." Fury replied. Peter sat back in his seat and frowned. His mind went back to when the two men had attacked his uncle's car, killing him and almost killing him. He had thought then that it had something to do with what his uncle was about to tell him about his father. Now he knew that that was the case. He had to bring it up.

"That guy, the blonde man that was that lizard creature...he was there. He rammed my uncle's car and tried to kill me." Peter said. Fury's face remained unfazed as if he had already known the information but his answer stated otherwise.

"Oh really?" he asked. Peter nodded and then slowly his face broke down.

"You know more than your telling me." he said. Fury smiled confidantly and laughed.

"Of course I do. I'm telling you what you need to know, not what you want to know. If I did that, I could jeopardize national security and then you and I would be incarcerated for the rest of our natural lives." Fury replied. Peter raised an eyebrow.

"Is it really that important?" he asked.

"It depends on what information that your requesting." he said. He folded his arms and sighed. "I'll give you one question and then, well, then I guess this conversation will be over. So, shoot." Fury said. Peter almost smiled, but then recognized the seriousness of this decision. He could ask anything that he wanted to know. He could ask if Fury was lying about having no leads to the assassination attempt on his father's life. He could ask why anyone would want to kill his father. He could ask why those men would want to kill him. But those were questions that he was sure he could answer on his own eventually with enough snooping around. There was only one question that ate away at his mind, one that haunted his every waking thought...

"What were my parents like?" Peter asked, the childish innocence in his voice causing Fury to stare at him confused. The stoic, cocky, and emotionless "secret agent man" facade that normally found residence on Fury's face began to break down and revealed something far more sincere and real. Fury fumbled at his fingers as if unprepared for this highly personal and sentimental question. He looked as if he had been mentally preparing himself to answer any highly confidential question Peter might ask with a lie but this question was something he had to -and could only- answer with absolute truth.

With a sigh, Fury began to speak. "Your mother...she was a very strong woman. Spiritual almost to the point of blindness but had sight enough to see the reality of this world. She was caring, kind, and hospitable. She never once probed into your father's 'activities' and even when he did tell her, she never for any further information than he gave her. In short, she was the perfect wife for Richard." Fury said. Peter's face lightened. He smiled and sniffled lightly.

"And...my father?"

At these words, Fury laughed. His toughened face didn't reveal the emotion that radiated off of him. He took some time to look up into the air and then back at Peter. "Your father...your father was something else. A brilliant mind, a level of intelligence that was par none. No one could compete with him intellectually and it's because of his creation that you are who and what you are. He was alot like you. A nerdy little kid from Bed-Stuy that grew to become one of the most influential men in the world. " Fury said as he laughed. Peter couldn't help but be caught up in the moment, however something that Fury had said. He had previously told him that the spider venom had given him his powers. Now he had said that his father's "creation" had done it. Which one was the truth? Or were they both true? Either way, Peter's question had been answered and it gave him more joy in hearing those revelations than any good news his life had thrown at him.

Tears began to roll down his face and he began to cry as he released all of the emotions he had kept inside of him for all these years without his parents. He felt such a release in knowing how his parents were as people and now he could move past that chapter in his life of simply knowing nothing. As Fury gave him the go ahead, Peter put on his mask and climbed out of the sunroof. Leaping out of the vehicle, he rocketed off of the bridge and began to swing towards his house. With all of his childhood questions answered, he could now focus on the most recent of his mind-rotting mysteries...

Who tried to kill his father?

**Meanwhile, in Fury's car**

Nick Fury pressed a small, circular button that closed the sunroof and opened another section of his car. The vehicle extended and in the seat next to him emerged a man clad in a navy blue, red and white uniform. Fury looked over towards him and smiled.

"I assume it was an easy capture." The man nodded, albeit rather modestly.

"More or less. I was a wee bit disappointed that you needed me to go after him." he replied. Fury laughed.

"Just making sure you weren't rusty past the point of repair. I mean, you have been under for about sixty-five years." Fury replied. The man looked away and then looked back at Fury.

"Why didn't you tell him the truth?" he asked. Fury shrugged.

"I told him what he needed to know."

"He's needs to know that this whole thing with his father isn't just about him. It's about more than just him."

"You?" Fury asked as he raised a small glass to his mouth and drank. The blonde man shook his head.

"Of course not. It isn't me that people want. They want what powers me and the only true pure living specimen of what powers me is him." he said. Fury nodded. He had a point.

"I know. You're right." Fury said. The man sighed as he mellowed out and took a sip of bottled water.

"I mean, besides Dr. Banner, Richard Parker's the only one that has been able to reproduce it." he said. Fury's face grew somewhat grave.

"And unlike Dr. Banner, Rick's serum doesn't turn him into a raging, green ball of testosterone and adrenaline. Just let me worry about the kid. He is my godson after all." Fury said with a proud smile. The blonde man looked back at him and chuckled.

"I guess it is about time you started acting like it." Fury shot him a dark glance and smiled.

"Don't make me drop you back into the glacier."

**Later That Night, Forest Hills, Queens, Parker Residence**

Peter sat in his room, hands clasped together. An empty large box of meat lovers' pizza teeter-totted on the edge of his bed. The day had been long and arduous. Even though he hadn't been cut or slashed during his fight with the Lizard, his body had taken multiple bruises and he was sore from the head down. The news had stated that because of the damage that Spider-Man had dealt to the school, it would be closed down for three months for repairs and they would cost approximately twenty-five thousand dollars. Rather low considering how Peter had tossed the creature out of the Peter didn't worry. He had gained psychological and mental relief from his torment. He had the answers that he needed. Most of them anyway. The only thing that really concerned him was the things that never were answered.

Were his powers the creation of a genetically altered spider bite, his father's "experiments" or both? Were the two men that attacked him hired out by whoever tried to assassinate his father? Were they trying to kill him or capture him? How was he able to devour an entire large pizza and still be hungry? These were questions that plagued his young mind. Clad in merely a pair of boxers and a tank top, Peter began to make his trek down the steps to throw away his pizza box. Aunt Mae was soundly asleep and after having a fit about him not calling her after he had left school, she ordered pizza and then retired to her room. As overbearing as she sometimes was, Peter could easily understand. He was all she had left. She was all he had left. And if push came to shove, he would most definitely defend her until his last breath.

Peter began to walk down the steps and after finding that it was grossly insufficient, leapt from the top and landed on the ground with perfect balance and barely a sound. He dumped the trash into the can and noticed that the bag was full. Out of the goodness of his heart and the fact that he didn't want to stress out his aunt, he decided to take it out. He leapt up the steps and grabbed a pair of pajamas and leapt back down and headed to the kitchen. He grabbed up the bag and trekked outside to the dumpster. The night air was cool as the October winds blew on his skin. The wetsuit was a perfect choice for his costume, especially when the New York winters began to hit. After tossing the bag into the dumpster and almost overshooting it, Peter turned around to head to his house and stopped in his tracks.

Standing under the light of the streetlamp was Mary Jane. She was stunning, even with her hair tied up in a ponytail and without lip gloss. She was beautiful. As Peter moved towards her, he could see the provocative curves under her crop top. She was beyond attractive and his hormones began to skyrocket as his eyes traveled down to her shorts that rested several inches above her knee. She had come out with a goal in mind and if it was getting his attention, Peter reckoned that she had achieved it. When he was finally within talking distance, a pure and genuine smile crept across her face.

"Hello, Mr. Superhero." she said softly, her angelic voice causing Peter's ears to melt.

"Hey, MJ." he said weakly. She laughed and moved closer to him casually.

"Y'know, thanks to Spider-Man, Midtown High School is closed down for three months due to repairs." she said. Peter nodded.

"Yeah. I think that has easily made me the most popular person in New York." Peter replied. MJ giggled.

"Well, with the kids anyway. I think you've angered a few parents now that they have a bunch of wild teenagers without anything to do in their house now."

"Yeah." Peter said thoughtfully. "Speaking of that, what do you plan on doing for those three months?" Mary looked up into the sky and then finally shrugged.

"I don't know. Get a job, I guess. I doubt my aunt will want me sitting around." she said with a sigh. Peter nodded. A job would be helpful during this time. He would need his aunt's permission of course, but he was sure that he would get the answer he desired.

"I think that sounds like a plan. Hey, I think that they Daily Bugle's got a job opening for a photographer. Might be able to do that." Peter said. MJ laughed.

"You...a photographer? You've got about as much skill with a camera as I do with fighting thugs in the street in my pajamas." she said.

"They're not pajamas. It's a wetsuit that I weaved web designs and a spider onto." Peter replied.

"Well, still...I don't think that you could do it." MJ said playfully as she stuck out her tongue. Peter smiled.

"Don't be a dream crusher." he said. Mary Jane eyed him and then softly spoke.

"I won't...I'll just make your dreams come true." she said as she stepped up on her toes and softly kissed Peter. The same warm, rushing sensation that he had felt during their first kiss came back and Peter found himself wrapping his arms around her waist and pulling her in closer. MJ's hands ran down his lean but muscular arms and then came up to wrap around his neck. They kissed for a while under the street light, their tongues wrestling for domination inside their mouths. Finally, there was a mutual detachment and the two stared into each other's eyes. Peter smiled coyly.

"I guess this means that the answer is yes." Peter said.

"To what?"

"The question I was going to ask earlier. Do you want to be my girlfriend?" Mary Jane smiled and kissed Peter again.

"Of course it is." she said with a wide smile. Peter looked back at her and shook his head.

"Wow." he said softly.

"What?" she asked.

"You...your my girlfriend. My first girlfriend. Mary Jane Watson." Peter said. MJ smiled and moved close to Peter's ear.

"Face it, tiger. You just hit the jackpot."

* * *

**Osborn Industries, Private Laboratory**

It had worked. _IT_ had worked. Years of searching, experimentation...borderline murder. He had done it. He had done it. No longer did HYDRA have to search for 'The Captain'. No longer did he have to worry about his position being revoked. He had done it. But, would he let HYDRA in on his discovery. _HIS _creation. No, no, he wouldn't. He wouldn't tell HYDRA. Norman Osborn walked into his private lab and pressed in several codes to unlock his compartment. Inside, several cases of greenish-yellow liquid sat in a row. Osborn took one case of the liquid and injected it into his veins. As he felt a sudden surge of power, he continued to inject himself. Slowly, he began to cackle loudly.

He had completed his goal. He had retrieved the Super Soldier serum from Peter Parker's blood and now he had his formula. Now he was a better version of himself. What would be his next goal? Well, that went without question. As Norman continued to cackle loudly and his maniacal antics began to grow, one name flashed in his head. Parker. He knew what he would do. He dismantle and destroy the Parker legacy and get finally end the influence that Richard Parker had had on the world. And he would do this by destroying his greatest creation and his seed...he would kill Peter Parker.

**_Next...Spider-Man Rebirth: Lamentations_**


End file.
